Common use of Collection of Receivables Clause in Contracts

Collection of Receivables. (a) Each Grantor has (i) executed and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. Upon Closing, each of the Sellers shall, by letter prepared by the Purchaser and reasonably satisfactory to each of the Sellers (athe “Letter”), irrevocably authorize, instruct and direct that the account parties of all Receivables (such parties, the “Seller Account Parties”) Each Grantor has make and deliver all payments relating thereto on or after the Closing Date to such location, bank and account (ithe “Lockbox Account”) executed and delivered as the Purchaser shall specify. If, notwithstanding such Letter, any of the Seller Account Parties remits any such payments on or after the Closing Date directly or indirectly to any of the Sellers instead of to the Collateral Agent Deposit Account Control Agreements Lockbox Account, each Seller agrees that it shall promptly (and in any event no later than 15 days following receipt) deliver all such payments that it receives to the Purchaser. Effective upon the Closing, each of the Sellers hereby authorize the Purchaser (and all Persons designated by the Purchaser) to endorse for each Deposit Account maintained by such Grantor into which all cashdeposit, collection or negotiation to the Purchaser’s lenders checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited forms (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (iiincluding negotiable and non-negotiable instruments) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment proceeds received by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where Purchaser via the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions Account or from either Seller that relate to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”)such Receivables. Each of the agreements referred Sellers shall use its commercially reasonable efforts, at the Purchaser’s request, to assist the Purchaser in this Section 7.1 (a) remains collecting in effect as of full from the Effective Date and any references therein Seller Account Parties all amounts owed pursuant to such Receivables. If, after Closing, a Seller Account Party is an additional 90 days delinquent in paying the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, Purchaser amounts owed with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to a Receivable acquired by the Collateral Agent, continue to be paid through the Remittance Processor Purchaser pursuant to this Agreement that was already 90 days delinquent at the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent time of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent Closing (the “Collection AccountDelinquent Amount”), then the Sellers shall promptly (but in no event later than ten days after written request) pay the Purchaser an amount equal to the Delinquent Amount; provided, however, that concurrently with the payment of such amount to the Purchaser, the Purchaser shall (without recourse or warranty, except as to matters arising by, through or under it) reassign to the Sellers the related Receivable. The Collateral Agent Purchaser shall hold and apply funds received into use its commercially reasonable efforts, at a Seller’s request, to assist the Collection Account as provided by Sellers in collecting amounts owing under accounts receivables that are the terms subject of clause (z) of the definition of Net Working Capital or that are reconveyed to a Seller pursuant to this Section 7.36.15.

Collection of Receivables. (a) Each On or before the Closing Date, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited deposited, to the extent a Deposit Account Control Agreement over such Deposit Account is required by the terms of Section 4.14 (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject enter into to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been for all existing lock boxes of the Grantors into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (the “Lock Boxes”), which Lock Boxes are identified as such on Exhibit B, which agreements shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Lock Box Agreement”) and (iii) established lockbox service (upon receipt by the “Lock Boxes”) with depository banks of a control notice from the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable Administrative Agent pursuant to the Collateral Agent and have been accompanied by an acknowledgment by terms of such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amendedagreements. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.2. (b) At all times that the Administrative Agent has the right to exercise cash dominion pursuant to the terms of Section 7.3(c) of this Agreement and upon receipt by the depository banks of a control notice from the Administrative Agent, each depository bank will restrict Grantor’s access to funds within the Collateral Deposit Account. Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or insure that future deposits constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through made into Collateral Deposit Accounts. At all times that the Remittance Processor Administrative Agent has the right to exercise cash dominion pursuant to the Remittance Processing terms of Section 7.3(c) of this Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate , (i) the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts Lock Boxes and the Lockboxes at all times Collateral Deposit Accounts and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At , (ii) no time Grantor shall any Grantor remove any item from a Blocked Account, Lockbox the Lock Boxes or from a the Collateral Deposit Account Accounts without the Collateral Administrative Agent’s prior written consent. If , (iii) if any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Lock Box subject to a Lock Box Agreement or a Collateral Deposit Account subject to a Blocked Deposit Account Agreement or a Lockbox subject to a Lockbox Control Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall be entitled to make such notification directly to Account Debtor. If , (iv) if notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as in trust for the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All , (v) all funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a any Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro the Grantor with the Collateral Administrative Agent (the “Collection Account”). The Collateral , and (vi) the Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.32.18(b) of the Credit Agreement.

Collection of Receivables. (a) Each On or before the 90th day after the Closing Date (or such later date as agreed by the Administrative Agent in its sole discretion), each Grantor has shall (i) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than (i) each Deposit Account, the funds in which are used, in the ordinary course of business, solely for the payment of salaries and wages, workers’ compensation, pension benefits and similar expenses or taxes related thereto, (ii) each Deposit Account used, in the ordinary course of business, solely for daily accounts payable and that has an ending daily balance of zero; provided that the aggregate balance excluded in this clause (ii) shall not exceed $1,000,000 and (iii) each Deposit Account used in the ordinary course of business for local store accounts (which shall comply with the provisions of Section 6.4 below)) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts as of the Closing Date are identified as such on Exhibit BSchedule 10, and (ii) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) banks set forth in Exhibit BSchedule 10, which blocked accounts are Lock Boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise reasonably acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected during any Cash Dominion Period therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.26.2. During any Cash Dominion Period, the Administrative Agent shall have sole access to the Lock Boxes, and each Grantor shall take all action necessary to grant the Administrative Agent such sole access. For the avoidance of doubt, the parties hereto hereby agree that so long as a Cash Dominion Period is not in effect, the applicable Grantor shall have free access to all assets in any Collateral Deposit Account or other Deposit Account or any securities account and shall be permitted to withdraw any and all such amounts without any consent from the Administrative Agent or any other Secured Party. (b) Each During any Cash Dominion Period, each Grantor shall direct all of its Account Debtors to forward all cashpayments directly to Lock Boxes subject to Lock Box Agreements or a Collateral Deposit Account. During any Cash Dominion Period, checks the Administrative Agent shall be authorized to exercise exclusive control over any Collateral Deposit Account. The Administrative Agent hereby agrees that it will not deliver a notice exercising exclusive control over a Collateral Deposit Account unless a Cash Dominion Period has commenced and is continuing and, in addition, will provide any required notices necessary to any bank or other similar payments relating to depository institution reversing any automatic wire instructions or constituting payments made in respect access limitation instructions at the end of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole accessCash Dominion Period. At no time during a Cash Dominion Period shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Lock Box Agreement or a Lockbox subject to a Lockbox Agreement Collateral Deposit Account after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b) be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructionsinstructions during any Cash Dominion Period, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately promptly deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All During any Cash Dominion Period, all funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will may be swept on a daily basis into a collection account maintained by Petro the Borrower with the Collateral Administrative Agent (the “Collection Account”). During any Cash Dominion Period, with respect to any Collateral Deposit Account for which a Deposit Account Control Agreement is not in place or any Lock Boxes for which lock box service has not been established, the applicable Grantor shall direct all funds deposited in such accounts to be swept on a daily basis into the Collection Account. The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.36.3.

Collection of Receivables. Borrowers shall instruct their Customers to deliver all remittances upon Receivables to such lockbox account or Blocked Account and/or Depository Accounts (aand any associated lockboxes) Each Grantor has (ias Agent shall designate from time to time as contemplated by Section 4.15(h) executed and delivered hereof or as otherwise agreed to from time to time by Agent. Notwithstanding the foregoing, to the Collateral extent any Borrower directly receives any remittances upon Receivables, such Borrower will, at such Borrower’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cashamounts received on Receivables, checks or other similar payments relating and shall not use the same except to or constituting payments made in respect of Receivables will pay Obligations. Each Borrower shall deposit (it being understood that a “night deposit” shall be deemed to be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as on the day such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements amounts were deposited in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where night drop box) in the Blocked Account is located and/or Depository Accounts or, upon request by Agent, deliver to Agent, in original form and on the date of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of such Indebtedness (other than the Daily Cash Amounts). The Borrowers shall cause the ACH or wire transfer of all payments shalldue from credit card processors, unless otherwise consented to by including any remittances from any Primary Supplier of proceeds of the Collateral AgentCredit Card Receivables (whether or not there are then any outstanding Obligations), continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly made to a Blocked Account subject and/or Depository Accounts as such presently occurs and with such frequency as is consistent with the Borrowers’ current business practices as in effect on the Closing Date; it being understood that under the Supply Agreements, Borrowers shall only receive the net Receivables. Prior to and after any Cash Dominion Period, payments made by a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification Borrower’s Customers remitted directly to Account Debtor. If notwithstanding Agent will be deposited by Agent in the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trusteeBlocked Accounts, and Customer remittances shall immediately deposit all cash, checks or other similar payments related only be treated as a repayment of Advances if the Borrowers so elect in a written notice to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3Agent.

Collection of Receivables. (a) Each Grantor has (i) executed Following the occurrence of any Event of Default and delivered for so long as such Event of Default remains uncured, upon demand of the Majority Banks, Borrower and each Guarantor shall deposit or cause to be deposited, all checks, drafts, cash, and other remittances received in payment of services rendered or inventory sold or in payment or on account of its accounts, immediately upon receipt thereof with Agent in a special "lockboxed" bank account maintained with Agent, over which the Agent alone shall have power of withdrawal. The funds in said special bank account shall be held by the Agent on behalf of the Banks as security for all loans made hereunder and all other Obligations of Borrower or any Guarantor to the Collateral Banks secured hereby. Said proceeds shall be deposited in precisely the form received, except for the endorsement of Borrower and each Guarantor where necessary to permit collection, which endorsement Borrower and each Guarantor agree to make and which Agent Deposit Account Control Agreements for also hereby is irrevocably authorized to make on their behalf. Pending such deposit, Borrower and each Deposit Account maintained by Guarantor agree that they will not commingle any such Grantor into which all checks, drafts, cash, checks and other remittances with any of their funds or other similar payments relating to or constituting payments property, but will hold them separate and apart therefrom and upon an express trust for the Banks until deposit thereof is made in respect the said special bank account. At least twice weekly, Agent will apply the whole or any part, as the Majority Banks deem appropriate, of Receivables the collected funds on deposit in the said special bank account against the principal and/or interest of any loans made hereunder and/or on Borrower's other Obligations secured hereby, the order and method of such application to be in the discretion of the Majority Banks. Any portion of said funds on deposit in the special bank account that the Majority Banks elect not to apply will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject paid over by Agent to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2Borrower. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has (i) executed Except as otherwise provided in this Agreement, each Debtor shall make collection of its Receivables and delivered may use the same to carry on its business in accordance with sound business practice and otherwise subject to the Collateral Agent Deposit Account Control Agreements terms hereof. Except for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating proceeds to or constituting payments made in respect of Receivables will be deposited into the Excluded Accounts, each Debtor shall make such arrangements to assure that all proceeds of its Receivables are deposited (a “Collateral Deposit Account”), which Collateral in the same form as received) in one or more Deposit Accounts are identified maintained with the Agent or with other financial institutions subject to a control agreement in favor of the Agent for the benefit of the Secured Creditors (such Deposit Accounts being referred to herein as such on Exhibit B, (ii) established blocked account service (the “Blocked Assigned Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Any proceeds of Receivables received by any Debtor shall be promptly deposited into an Assigned Account and, until so deposited, shall be held by it in trust for the Secured Creditors. Each Debtor acknowledges and agrees that the Agent has (and is hereby granted to the extent it does not already have) a Lien on each Assigned Account and all funds contained therein to secure the Secured Obligations. The Agent agrees with the Debtors that if and so long as no Event of Default has occurred or is continuing, amounts on deposit in the agreements referred Assigned Accounts will (subject to in this Section 7.1 (a) remains the rules and regulations as from time to time in effect as of the Effective Date and any references therein applicable to such demand deposit accounts) be made available to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After relevant Debtor for use in the Effective Date, each Grantor will comply with the terms conduct of Section 7.2its business. (b) Each Grantor shall direct all Upon the occurrence and during the continuation of any Event of Default, whether or not the Agent has exercised any of its Account Debtors other rights under other provisions of this Section 6, in the event the Agent requests any Debtor to forward do so: (i) all cashInstruments and tangible Chattel Paper at any time constituting part of the Receivables (including any postdated checks) shall, checks or other similar upon receipt by such Debtor, be immediately endorsed to and deposited with Agent; and/or (ii) such Debtor shall instruct all customers and account debtors to remit all payments relating to or constituting payments made in respect of Receivables directly or any other Collateral to Blocked Accounts subject to Blocked Account Agreements a lockbox or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI lockboxes under the sole custody and any Subsidiary thereof, all control of such payments shall, unless otherwise consented to the Agent and which are maintained at one or more post offices selected by the Collateral Agent. (c) Upon the occurrence and during the continuation of any Event of Default, continue to be paid through whether or not the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct Agent has exercised any of its Account Debtors other rights under the other provisions of this Section 6, the Agent or its designee may notify the relevant Debtor’s customers and account debtors at any time that Receivables have been assigned to make payments the Agent or of the Agent’s security interest therein, and either in its own name, or such Debtor’s name, or both, demand, collect (including, without limitation, through a lockbox analogous to that described in Section 6(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any or all amounts due or to become due on Receivables, and in the Agent’s discretion file any claim or take any other action or proceeding which the Agent may deem necessary or appropriate to protect and realize upon the security interest of the Agent in the Receivables or any other Collateral. (d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Agent pursuant to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral provisions of Sections 6(b) or 6(c) hereof may be handled and administered by the Agent in and through a remittance account or accounts maintained at the Agent or by the Agent at a commercial bank or banks selected by the Agent (collectively the “Depositary Banks” and individually a “Depositary Bank”), and each Debtor acknowledges that the maintenance of such remittance accounts by the Agent is solely for the Agent’s convenience and that the Debtors do not have any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof. The Collateral Agent shall have sole access to may, after the Blocked Accounts occurrence and during the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds continuation of any ReceivablesEvent of Default, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit apply all cash, checks or any part of any proceeds of Receivables or other similar payments related to or constituting payments made in respect of Receivables Collateral received by it from any source to the payment of the Secured Obligations (whether or not then due and payable), such applications to be made in such amounts, in such manner and order, and at such intervals as the Agent may from time to time in its discretion determine, but not less often than once each week. The Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the Depositary Bank has received final payment therefor at its office in cash or final solvent credits current at the site of deposit acceptable to the Agent and the Depositary Bank as such. However, if the Agent does permit credit to be given for any item prior to a Collateral Depositary Bank receiving final payment therefor and such Depositary Bank fails to receive such final payment or an item is charged back to the Agent or any Depositary Bank for any reason, the Agent may at its election in either instance charge the amount of such item back against any such remittance accounts or any Deposit Account. All funds deposited into Account of any Blocked Account Debtor subject to a Blocked Account the lien and security interest of this Agreement, together with interest thereon at the Default Rate. Concurrently with each transmission of any proceeds of Receivables or other Collateral to any such remittance account, upon the Agent’s request, the relevant Debtor shall furnish the Agent with a Lockbox subject report in such form as Agent shall reasonably require identifying the particular Receivable or such other Collateral from which the same arises or relates. Unless and until an Event of Default has occurred and is continuing, the Agent will release proceeds of Collateral which the Agent has not applied to the Secured Obligations as provided above from the remittance account from time to time after receipt thereof. Each Debtor hereby indemnifies the Secured Creditors from and against all liabilities, damages, losses, actions, claims, judgments, and all reasonable costs, expenses, charges, and attorneys’ fees suffered or incurred by any Secured Creditor because of the maintenance of the foregoing arrangements; provided, however, that no Debtor shall be required to indemnify any Secured Creditor for any of the foregoing to the extent they arise solely from the gross negligence or willful misconduct of the person seeking to be indemnified as finally determined by a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”)court of competent jurisdiction. The Collateral Secured Creditors shall have no liability or responsibility to any Debtor for the Agent shall hold and apply funds received into or any Depositary Bank accepting any check, draft or other order for payment of money bearing the Collection Account as provided by legend “payment in full” or words of similar import or any other restrictive legend or endorsement whatsoever or be responsible for determining the terms correctness of Section 7.3any remittance.

Collection of Receivables. (a) Each Grantor has (i) executed Borrowers shall instruct their Customers to deliver all remittances upon Receivables to such lockbox account or Blocked Account and/or Depository Accounts (and delivered any associated lockboxes) as Agent shall designate from time to time as contemplated by Section 4.15(h) hereof or as otherwise agreed to from time to time by Agent. Notwithstanding the foregoing, to the Collateral extent any Borrower directly receives any remittances upon Receivables, such Borrower will, at such Borrower’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cashamounts received on Receivables, checks or other similar payments relating and shall not use the same except to or constituting payments made in respect of Receivables will pay Obligations. Each Borrower shall deposit (it being understood that a “night deposit” shall be deemed to be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as on the day such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements amounts were deposited in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where night drop box) in the Blocked Account is located and/or Depository Accounts or, upon request by Agent, deliver to Agent, in original form and on the date of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of such Indebtedness (other than the Daily Cash Amounts). The Borrowers shall cause the ACH or wire transfer of all payments shalldue from credit card processors, unless otherwise consented to by including any remittances from any Primary Supplier of proceeds of the Collateral AgentCredit Card Receivables (whether or not there are then any outstanding Obligations), continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly made to a Blocked Account subject and/or Depository Accounts as such presently occurs and with such frequency as is consistent with the Borrowers’ current business practices as in effect on the Closing Date; it being understood that under the Supply Agreements, Borrowers shall only receive the net Receivables. Prior to and after any Cash Dominion Period, payments made by a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification Borrower’s Customers remitted directly to Account Debtor. If notwithstanding Agent will be deposited by Agent in the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trusteeBlocked Accounts, and Customer remittances shall immediately deposit all cash, checks or other similar payments related only be treated as a repayment of Advances if the Borrowers so elect in a written notice to or constituting payments made in respect Agent. (ii) Borrowers shall deliver to the Agent copies of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreementnotifications (each, a Lockbox subject “Credit Card Notification”) substantially in the form attached hereto as Exhibit 4.15(d)(ii) which have been executed on behalf of such Borrower and delivered to a Lockbox Agreement or a Collateral Deposit Account will be swept such Borrower’s credit card clearinghouses and processors listed on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3Schedule 5.31.

Collection of Receivables. (a) Each Upon the request of the Agent, each Grantor has shall (i) executed execute and delivered deliver to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (ii) established blocked account upon the occurrence of an Event of Default, establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are Lock Boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise reasonably acceptable to the Collateral Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account upon receipt of an instruction from the Agent, which instruction may only be delivered after the occurrence of an Event of Default (each, a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Upon the request of the Agent, after the occurrence of an Event of Default, each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after the occurrence of an Event of Default and receipt of notice from the Collateral Agent, the Collateral Agent shall shall, notwithstanding the language set forth in Section 6.2(b) be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has On or before the Closing Date, each Pledgor shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor Pledgor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit BSchedule 15 to the Perfection Certificate, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit BSchedule 15 to the Perfection Certificate, which blocked accounts are Lock Boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise reasonably acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (each, a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor Pledgor will comply with the terms of Section 7.2. (b) Each Grantor Pledgor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor Pledgor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor Pledgor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor Pledgor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 10.2(b) be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor Pledgor receives any Proceeds proceeds of any Receivables, such Grantor Pledgor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro such Pledgor with the Collateral Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each On or before the Closing Date, each Grantor has (i) executed shall enter into, execute and delivered deliver to the Collateral Agent Deposit Account Control Agreements (which may, for each clarity, be the Deposit Account maintained by such Grantor Control Agreement delivered pursuant to Section 4.10) with respect to each bank account (other than any Excluded Account) into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each a “Collateral Deposit Account”), duly executed by each bank with which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, Grantor maintains such bank accounts and pursuant to which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the each bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to will wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth Account. The Collateral Deposit Accounts are identified as such in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. B. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.27.3. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such Accounts to forward payments shall, unless otherwise consented directly to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant Deposit Accounts (subject to the Remittance Processing AgreementDeposit Account Control Agreements). Neither PHI nor During any Subsidiary thereof shall amend or terminate Cash Dominion Period, the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Collateral Deposit Accounts and the Lockboxes Collection Accounts at all times and each Grantor shall take all actions requested by the Collateral Agent and necessary to grant the Collateral Agent such sole access. At During any Cash Dominion Period, at no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any each Account Debtor to forward payments directly to a Blocked Collateral Deposit Account subject to a Blocked Deposit Account Agreement or a Lockbox subject to a Lockbox Control Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All During any Cash Dominion Period, all funds deposited into any Blocked Collateral Deposit Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account Control Agreement will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Grantors shall maintain Collateral Deposit Accounts pursuant to lockbox and other Control arrangements satisfactory to the Administrative Agent. Each Grantor has (i) executed and delivered to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account and related lockbox maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables are or will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts Accounts, as of the First Amendment Effective Date, are identified as such on Exhibit B-I. Not later than 60 days after the date of any Permitted Acquisition, each Grantor (iiincluding any Grantor that becomes a party to this Security Agreement in connection with such Permitted Acquisition) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable shall execute and deliver to the Administrative Agent Deposit Account Control Agreements for each Collateral Agent Deposit Account and have been accompanied related lockbox acquired or created by an acknowledgment such Grantor in connection with such Permitted Acquisition or maintained by the bank where the Blocked a Grantor that becomes a party to this Security Agreement in connection with such Permitted Acquisition. Each such Deposit Account is located Control Agreement shall waive offset rights of the Lien depository bank (except for customary administrative charges) and, if applicable, require immediate deposit of the all remittances received into a related lockbox to such Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”)Deposit Account. Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all 7.2 with respect to any Collateral Deposit Accounts. The Administrative Agent and the Lenders assume no responsibility to Grantors for any Collateral Deposit Account, including any claim of its Account Debtors accord and satisfaction or release with respect to forward all any cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and accepted by any Subsidiary thereof, bank. (b) Each Grantor shall direct all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make forward payments directly to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Deposit Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consentrelated lockboxes. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Collateral Deposit Account subject or to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement related lockbox after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b), be entitled to make such notification directly to Account Debtor. If If, notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each On or before the Closing Date, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor the Grantors into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “"Collateral Deposit Account”"), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked Accounts”"Lock Boxes") with the bank(s) set forth in Exhibit B, which blocked accounts are lock boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise reasonably acceptable to the Collateral Agent Agents and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account "Lock Box Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”"). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor the Grantors will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Lock Box Agreements. The Lock Box Agreement shall require all deposits to be swept daily to a Collateral Deposit Account Agreements and shall require Collateral Agent's consent to any modification to such Lock Box Agreements. Following the occurrence and during the continuation of an Event of Default or Lockboxes subject at any time after the Cash Availability Trigger is less than $50,000,000 for any ten (10) consecutive Business Days (each such event, a "Triggering Event"), Collateral Agent shall be permitted to Lockbox Agreementsdeliver a notice to the depository bank directing them to take all future instructions from Collateral Agent and not the applicable Grantor; provided that, with respect to PHI and any Subsidiary thereof, all following the waiver of such payments shallEvent of Default or following the Cash Availability Trigger being greater than $75,000,000 for a period of sixty (60) consecutive days, unless otherwise consented to by the Collateral Agentas applicable, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access promptly provide notice to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice depository bank that it can resume following instructions from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtorapplicable Grantor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such the Grantor shall receive such payments as the Collateral Agent’s 's trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection following a Triggering Event from a Collateral Deposit Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Within thirty (30) days (or such later date as may be agreed to in writing by the Administrative Agent in its sole discretion) following the Closing Date, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are lock boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Each Upon the establishment of the Lock Boxes pursuant to Section 7.1(a), each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of on Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If Upon the establishment of the Lock Boxes pursuant to Section 7.1(a), if any Grantor should refuse or neglect to notify any Account Debtor to forward payments on Receivables directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b), be entitled to make such notification directly to Account Debtor. If If, notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and and, upon the establishment of the Lock Boxes pursuant to Section 7.1(a), shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Borrower with, and subject to the Control of, the Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each On or before the Closing Date, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Agent Administrative Agent, Deposit Account Control Agreements for each Deposit Account maintained by such each Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit BSchedule VII, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iiib) established lockbox establish lock box service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit BSchedule VII (each, a “Depository Bank”), which lockboxes are Lock Boxes shall be subject to irrevocable lockbox lock box agreements in the form provided by or otherwise reasonably acceptable to the Collateral Administrative Agent and have been accompanied by an acknowledgment by such Person where (each, a “Lock Box Agreement”) providing for all collections in the Lockbox is located of the Lien of Lock Boxes to be deposited into the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”Deposit Account(s) with such Depository Bank(s). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.26.02. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Boxes subject to Lock Box Agreements. Following the occurrence and during the continuation of an Event of Default (and until such time as no Event of Default exists) or at any time after Excess Cash Availability is less than the Excess Availability Threshold for more than 10 Business Days (and until such time as Excess Cash Availability is greater than the Excess Availability Threshold for a Blocked Account Agreement period of more than 30 Business Days) (each such period, a “Cash Dominion Period”), the Administrative Agent may deliver written instructions to the Depository Banks directing them to transfer on a daily basis all payments or a Lockbox subject deposits received in the Lock Boxes and the Collateral Deposit Accounts to a Lockbox Agreement after notice from collection account maintained by the Collateral Grantors with the Administrative Agent (the “Collection Account”) or as otherwise instructed by the Administrative Agent; provided that upon the termination or expiration of all Cash Dominion Periods, the Collateral Administrative Agent shall be entitled promptly rescind such instructions to make such notification directly to Account Debtorthe Depository Banks. If notwithstanding the foregoing instructions, Grantors receive any Grantor receives any Proceeds proceeds of any Receivables, such Grantor Grantors shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it them to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3the Credit Agreement.

Collection of Receivables. (a) Each On or before the Closing Date, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor (other than Excluded Deposit Accounts) into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables (other than such amounts as are permitted to be deposited into Excluded Deposit Accounts) will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in lock boxes shall, upon notice from the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit Bduring any Dominion Trigger Period, which lockboxes are be subject to irrevocable lockbox agreements in the form provided by or otherwise reasonably acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by such Person the bank where the Lockbox Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions instructions, upon notice from the Administrative Agent during any Dominion Trigger Period, to wire all amounts collected therein to the U.S. Collection Account (a “Lockbox Lock Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that. Upon notice from the Administrative Agent during any Dominion Trigger Period, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time after notice from the Administrative Agent during any Dominion Trigger Period shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All Upon notice from the Administrative Agent during any Dominion Trigger Period, all funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro such Grantor with the Collateral Administrative Agent (the each such account, a “U.S. Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the U.S. Collection Account Accounts as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Within thirty (30) days (or such later date as may be agreed to in writing by the Administrative Agent in its sole discretion) following the Closing Date, if not already in effect, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are lock boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise reasonably acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Each Upon the establishment of the Lock Boxes pursuant to Section 7.1(a), each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of on Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that. During a Cash Dominion Period, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At During a Cash Dominion Period, at no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If Upon the establishment of the Lock Boxes pursuant to Section 7.1(a), if any Grantor should refuse or neglect to notify any Account Debtor to forward payments on Receivables directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b), be entitled to make such notification directly to Account Debtor. If If, notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and and, upon the establishment of the Lock Boxes pursuant to Section 7.1(a), shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Borrower with, and subject to the Control of, the Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has (i) executed Unless and delivered to until a Default or an Event of Default shall have occurred and be continuing and the Borrower shall have received written notice from the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which not to collect the Receivables, the Borrower shall make collection of all cash, checks or other similar payments relating Receivables of the Borrower and may use the same to or constituting payments made carry on its business in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) accordance with the bank(s) set forth in Exhibit B, which blocked accounts are sound business practice and otherwise subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2hereof. (b) Each Grantor At any time while a Default or an Event of Default shall direct have occurred and be continuing, in the event the Collateral Agent requests the Borrower to do so: (i) All instruments and chattel paper at any time constituting part of the Receivables of the Borrower (including any postdated checks) shall, upon receipt by the Borrower and to the extent permitted by law, be immediately endorsed to and deposited with the Collateral Agent in the same form as received by the Borrower; and/or (ii) The Borrower shall, to the extent permitted by law, instruct all of its Account Debtors account debtors to forward remit all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly of the Borrower to Blocked Accounts subject a lockbox to Blocked Account Agreements be maintained at the main post office, Chicago, Illinois, or Lockboxes subject to Lockbox Agreements; provided thatsuch other single location as the Collateral Agent may reasonably designate, with respect to PHI under the sole custody and any Subsidiary thereof, all control of such payments shall, unless the Collateral Agent. (c) Except as otherwise consented to directed by the Collateral Agent, the Borrower shall place the following legend conspicuously, on the face of each document, instrument, chattel paper and other writing evidencing the Receivables created on or after the Closing Date (provided the legend called for by the Prior Security Agreement appearing on the Borrower’s existing stock of unexecuted contacts may continue to be paid through the Remittance Processor used until reordered): “A Security Interest in this document has been granted to Har▇▇▇ ▇.▇., ▇s Secured Party, pursuant to a Security Agreement, Pledge and Indenture of Trust.” At any time while a Default or an Event of Default shall have occurred and be continuing, the Remittance Processing Agreement. Neither PHI nor Collateral Agent or its designee may notify the Borrower’s customers or account debtors at any Subsidiary thereof shall amend time that Receivables of the Borrower have been assigned to the Collateral Agent or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access ’s security interest therein and either in its own name, that of the Borrower or both, demand, collect (including without limitation through a lockbox analogous to the Blocked Accounts that described in §4.3(b)(ii) hereof), receive, receipt for, sue ▇▇r, compound and the Lockboxes at give acquittance for any or all times amounts due or to become due on such Receivables, and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without in the Collateral Agent’s prior written consentdiscretion file any claim or take any other action or proceeding which the Collateral Agent may deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in such Receivables. (d) In the event the Collateral Agent has exercised any or all of its rights under §§4.3(b) or (c) hereof, the Collateral Agent may, at any time while a Default or an Event of Default shall have occurred and be continuing, cause all instruments, chattel paper, moneys or other proceeds received by the Collateral Agent to be deposited, handled and administered in and through a remittance account. If any Grantor should refuse a Default or neglect an Event of Default has occurred and is continuing to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the knowledge of the Collateral Agent, all amounts received by the Collateral Agent pursuant to the Granting Clauses hereof and all amounts held in any remittance account referred to above in this paragraph shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as held by the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made Agent for application in the manner provided for in §7 in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with proceeds and avails of the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3Collateral.

Collection of Receivables. (a) Each Grantor has (i) executed and delivered On or prior to the Collateral Effective Date, each Grantor shall (to the extent it has not done so pursuant to and in accordance with the Original Security Agreement) execute and deliver to the Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than Excluded Accounts) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account and establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are Boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by such Person the bank where the Lockbox Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the a Collection Account (each, a “Lockbox Lock Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date From and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After after the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors (including all credit card issuers and/or credit card processors) to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Lock Boxes subject to Lock Box Agreements or Collateral Deposit Accounts subject to Blocked Deposit Account Agreements or Lockboxes subject to Lockbox Control Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Lock Box subject to a Lock Box Agreement or a Collateral Deposit Account subject to a Blocked Deposit Account Agreement or a Lockbox subject to a Lockbox Control Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b), be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro such Grantor with the Collateral Administrative Agent (the each such account, a “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account Accounts as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has (i) executed and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Closing Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided provided, that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has (i) executed Within the time for compliance set forth in Section 5.14(a) of the Credit Agreement, each Grantor shall execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account (excluding any Government Receivables Deposit Accounts and Excluded Accounts) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (ii) established blocked account within 30 days of the Closing Date, each Grantor shall establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, B (other than banks for which blocked accounts are such Grantor maintains only Government Receivables Deposit Accounts (which Grantors acknowledge shall be subject to the requirements of Section 4.14(b)) and Excluded Accounts) which Lock Boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (each, a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct (i) all of its Account Debtors that are not Account Debtors for Restricted Government Accounts to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Lock Box Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI a Collateral Deposit Account within the time for compliance set forth in Section 7.1(a) and any Subsidiary thereof, (ii) all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors for Restricted Government Accounts to make forward payments directly to any Person other than as a Government Receivables Deposit Account within the time for compliance set forth in the preceding sentence, without the prior written consent of the Collateral AgentSection 4.14(b). The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject Lock Box Agreement, to a Lockbox Agreement Collateral Deposit Account after notice from the Collateral Administrative Agent, or to a Government Receivables Deposit Account, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b), be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Lock Box Agreement, a Lockbox subject to a Lockbox Agreement Collateral Deposit Account or a Collateral Government Receivables Deposit Account will be swept on a daily basis into a collection account maintained by Petro such Grantor with the Collateral Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has At all times during the term of this Agreement, (i) executed and delivered each U.S. Borrower shall maintain, pursuant to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all casha Lockbox Agreement, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited a lockbox (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, "Lockbox") and (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit Beach Borrower shall maintain, which blocked accounts are subject pursuant to irrevocable blocked account agreements a Lockbox Agreement, or, in the form provided by or otherwise acceptable case of the Cdn. Borrower, pursuant to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account Agreement, one or more blocked accounts (each, a "Blocked Account"). Each U.S. Borrower shall instruct its account debtors to remit to a Lockbox, and the Cdn. Borrower shall instruct its account debtors to remit to a Blocked Account, all Collections including, without limitation, all checks, drafts and other documents and instruments evidencing remittances in payment (collectively, "Items of Payment"), provided that the Cdn. Borrower shall be permitted to take physical delivery of any Items of Payment so long as no Event of Default has occurred and is located continuing and the Cdn. Borrower remits such Items of Payment to a Blocked Account within one Business Day following its receipt thereof. Items of Payment remitted to a Blocked Account will be processed in accordance with the applicable Lockbox Agreement or, in the case of the Lien of Cdn. Borrower, the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct So long as no Event of Default has occurred and is continuing, all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made Collections deposited in respect of Receivables directly to Blocked Accounts subject to a Blocked Account Agreements shall be transferred to an operating account of the applicable Borrower or Lockboxes subject otherwise released to such Borrower. Following the occurrence and during the continuance of an Event of Default, the Agent may apply all amounts received by it from the Lockbox Agreements; Banks or, in the case of the Cdn. Borrower, the Blocked Account Bank, to such of the Obligations (provided thatthat no Collections from the Receivables of the Cdn. Borrower shall be deemed to secure or be applied to any of the Obligations owed by any Loan Party organized under the laws of any state of the United States) and in such order as it may elect in its sole and absolute discretion. All Collections and other amounts received by a Borrower from any account debtor, with respect in addition to PHI and all other cash received by such Borrower from any Subsidiary thereofother source, all of such payments shall, unless otherwise consented to by the Collateral Agentupon receipt, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agentdeposited into a Blocked Account. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes Borrowers will at all times (i) not commingle any Items of Payment with any of their other funds or property, but will segregate them from their other assets and each Grantor shall take will hold them in trust and for the account and as the property of the Agent and (ii) endorse any Items of Payment. The Agent will credit all actions necessary such payments to grant the Collateral Borrowers' account, conditional upon final collection; credit will be given only for cleared funds received prior to 2:00 P.M. (Chicago or Toronto time, as applicable) by the Agent such sole accessat the Agent's U.S. Payment Account or the Agent's Cdn. At no time shall any Grantor remove any item from a Blocked Payment Account, Lockbox as applicable, or from a Collateral Deposit Account without such other account as the Collateral Agent’s prior written consentAgent may designate. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral AgentIn all cases, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account Borrowers' account will be swept on a daily basis into a collection account maintained by Petro credited only with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds net amounts actually received into the Collection Account as provided by the terms in payment of Section 7.3.their

Collection of Receivables. (a) Each On or before the Closing Date, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor the Grantors into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “"Collateral Deposit Account”"), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked Accounts”"Lock Boxes") with the bank(s) set forth in Exhibit B, which blocked accounts are lock boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise reasonably acceptable to the Collateral Agent Agents and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account "Lock Box Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”"). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor the Grantors will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Lock Box Agreements. The Lock Box Agreement shall require all deposits to be swept daily to a Collateral Deposit Account Agreements or Lockboxes subject and shall require Collateral Agent's consent to Lockbox any modification to such Lock Box Agreements. Subject to the terms of the Intercreditor Agreement, following the occurrence and during the continuation of an Event of Default, Collateral Agent shall be permitted to deliver a notice to the depository bank directing them to take all future instructions from Collateral Agent and not the applicable Grantor; provided that, with respect to PHI and any Subsidiary thereof, all following the waiver of such payments shallEvent of Default, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access promptly provide notice to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice depository bank that it can resume following instructions from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtorapplicable Grantor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such the Grantor shall receive such payments as the Collateral Agent’s 's trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into following the Collection occurrence and during the continuation of an Event of Default from a Collateral Deposit Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each On or before the Closing Date, the Grantor has (i) executed shall execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such the Grantor into which all with a depository other than the Administrative Agent if required by the Administrative Agent. All cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited into such Deposit Account or any Deposit Account maintained with the Administrative Agent (a collectively, the “Collateral Deposit AccountAccounts”), which Collateral Deposit Accounts are identified as such on Exhibit BB. On or before the Closing Date, (ii) established blocked account the Grantor shall also establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are lock boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each the Grantor will comply with the terms of Section 7.2. (b) Each The Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each the Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any the Grantor remove any item from a Blocked Account, Lockbox the Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any the Grantor receives any Proceeds proceeds of any Receivables, such the Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro the Grantor with the Collateral Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has (i) executed and delivered At all times during the term of this Agreement, the Borrowers shall maintain, pursuant to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cashLockbox Agreement, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited lockboxes (collectively, the "Lockbox") and a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service with North Fork Bank in the name of the Lender as secured party (the “"Blocked Accounts”) with the bank(s) set forth Account"). The Borrowers shall instruct their account debtors to remit to a Lockbox all checks, drafts and other documents and instruments evidencing remittances in Exhibit Bpayment (collectively, which blocked accounts are subject "Items of Payment"). Items of Payment remitted to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) will be processed in accordance with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor So long as no Event of Default has occurred and is continuing, the Lender shall direct apply all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made amounts deposited in respect of Receivables directly to Blocked Accounts subject to the Blocked Account Agreements or Lockboxes subject FIRST, to Lockbox Agreements; provided thatcosts and expenses that are then due and payable by the Borrowers under the Loan Documents, with respect SECOND, to PHI accrued and unpaid interest that is payable hereunder and under the Notes, THIRD, to the outstanding principal amount of the Loans, and FOURTH, for credit to the Borrowers' demand deposit account maintained at North Fork Bank. All Collections and other amounts received by the Borrowers from any Subsidiary thereof, all of such payments account debtor shall, unless otherwise consented to by upon receipt, be deposited into the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral AgentBlocked Account. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes Borrowers will at all times (i) not commingle any Items of Payment with any of their other funds or property, but will segregate them from their other assets and each Grantor shall take will hold them in trust and for the account and as the property of the Lender and (ii) endorse any Item of Payment. The Lender will credit all actions necessary such payments to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Loan Account, Lockbox or from a Collateral Deposit conditional upon final collection; credit will be given only for cleared funds received prior to 2:00 p.m. (New York time) by the Lender. The Loan Account without will be credited only with the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect net amounts actually received by the Lender. (c) Notwithstanding anything to notify any Account Debtor to forward payments directly to the contrary in this Section 2.7, upon the occurrence and during the continuance of an Event of Default, the Lender may apply all amounts deposited in a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from any of the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, Obligations and in any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments order as the Collateral Agent’s trustee, it may elect in its sole and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3absolute discretion.

Collection of Receivables. (a) Each On or before the date hereof, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than Excluded Accounts) maintained by such Grantor into which all any cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are Lock Boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (each, a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as As of the Effective Date Date, all of the Collateral Deposit Accounts, other Deposit Accounts and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. Lock Boxes are listed on Exhibit B. After the Effective Datedate hereof, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately shall, within one Business Day of receipt thereof, deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro Borrowers with the Collateral Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has (i) executed and delivered to the Collateral Agent shall, at all times have (x) dominion and control over each deposit account of any Loan Party (other than an Excluded Account and a Permitted Foreign Deposit Account Account), and each such deposit account shall be subject to a Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited Agreement (a “Dominion Control Agreement”) which shall provide, among other things, that all amounts therein will be forwarded by daily sweep to the Administrative Agent Account, or as otherwise directed by Collateral Agent, and (y) springing dominion and control over each Permitted Foreign Deposit Account”), which Collateral and each such Permitted Foreign Deposit Accounts are identified as such on Exhibit BAccount shall, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked Section 6.19, be subject to an applicable Foreign Control Agreement which shall provide, among other things, that upon notice by Collateral Agent to the deposit account agreements bank, all amounts in such deposit account will be forwarded by daily sweep to the Administrative Agent Account, or as otherwise directed by Collateral Agent. At all times Borrowers shall cause all invoices evidencing accounts receivable to be marked payable to Borrowers at the Lockbox or if payments are made electronically, payable directly to a deposit account that is subject to a Dominion Control Agreement or (as applicable in the case of Account Debtors domiciled outside of the United States) a Permitted Foreign Deposit Account. All collections and other amounts received by the Loan Parties from any account debtor, in addition to all other cash received by the Loan Parties from any other source, shall upon receipt be forwarded to the Lockbox in the form provided by received or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account deposited into a deposit account that is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Dominion Control Agreement or (as applicable in the case of Account Debtors domiciled outside of the United States) a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Permitted Foreign Deposit Account. Administrative Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such will credit all payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit the Loan Account, conditional upon final collection; credit will be given only for cleared funds received prior to 2:00 p.m. (New York time) by Administrative Agent. All funds deposited into any Blocked Account subject to a Blocked Account AgreementIn all cases, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit the Loan Account will be swept on a daily basis into a collection account maintained by Petro credited only with the Collateral Agent (the “Collection Account”)net amounts actually received in payment of its accounts receivable. The Collateral Loan Parties will not commingle any collections with any of their other funds or property, but will segregate them from their other assets and will hold them in trust and for the account and as the property of Revolver Lenders. Borrowers hereby agree to, and will cause the other Loan Parties to, endorse any collections upon the request of Administrative Agent. Administrative Agent may apply all amounts received by it to such of the Revolver Loans and in such order as it may elect in its sole and absolute discretion. Unless otherwise agreed by Administrative Agent and Administrative Borrower, any Loan requested by Administrative ▇▇▇▇▇▇▇▇ and made by Administrative Agent hereunder shall hold and apply funds received into be disbursed to the Collection Account as provided by the terms of Section 7.3Primary Disbursement Account.

Collection of Receivables. (a) Each Grantor has (i) executed and delivered 7.1 All payments made by the debtor to pay off the receivables transferred to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained Transferee under the commercial contract shall be called “collection payment of receivables” or “collection payment”. The Transferor shall confirm that the amount and time (i.e. due date of receivables) of collection payment of receivables payable by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts the debtor are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) consistent with the bank(s) set forth contents of each Confirmation of Factoring Business, and the debtor shall make payment in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by full and on schedule. 7.2 The Transferor shall notify of payment or otherwise acceptable collection requirement to the Collateral Agent debtor on time; the Transferor shall be obliged to assist the Transferee in collection and have been accompanied by an acknowledgment report the collection result to the Transferee, and the relevant expenses arising from collection shall be borne by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consentTransferor. If any Grantor should refuse the debtor fails to pay the receivables in full on the agreed pay day or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from has event of default under the Collateral Agentcommercial contract, the Collateral Agent Transferee shall be entitled to make require the Transferor and the debtor to bear the liabilities for default as per the Contract and the commercial contract. 7.3 According to this Contract, the receipt of collection payment of receivables shall consist of direct collection and indirect collection, including: Direct collection referring to the direct collection from debtor, that is, the collection payment of receivables is directly paid by the debtor to the Transferee’s account; Indirect Collection referring to the collection by Transferor entrusted by the Transferee, that is, the Transferor accepts the Transferee’s entrustment to collect the collection payment of receivables from the debtor on behalf of the Transferee, so the debtor will pay the collection payment of receivables to the Transferor’s account, and the Transferor will transfer such notification directly collection payment of receivables to Account Debtorthe Transferee’s account timely in accordance with the Contract. The specific collection method and account shall be agreed by the Transferor and the Transferee in the Special Conditions hereof. 7.4 If notwithstanding it is agreed in this Contract that the foregoing instructionsdirect collection shall be adopted as the collection method of receivables, any Grantor and the debtor fails to pay the collection payment of receivables to the account designated by the Transferee but pays to the Transferor by mistake, the Transferor shall notify the Transferee immediately regardless of the payment method adopted by the debtor. The Transferor shall, on the day or the next day after receiving the payment by mistake, transfer such payment in full to the account designated by the Transferee or such other account designated by the Transferee in writing from time to time. In the case of payment in an instrument form, the Transferor shall deliver the instrument to the Transferee for custody on the day of receiving it. For the purpose of reducing the collection risks to collection payment of receivables, the Transferor shall transfer the endorsement of that instrument to the Transferee (if the endorsement can be transferred according to the relevant laws and regulations on the instrument), or transfer the corresponding amount to the Transferee after handling the discounting or collection entrustment at the bank designated by the Transferee, ensuring the Transferee will receive the corresponding amount. 7.5 If the collection method of receivables agreed herein is indirect collection, then: (1) Unless otherwise agreed, the Transferor shall notify the Transferee immediately upon the receipt of the collection payment of receivables (regardless of the amount), and the Transferor shall transfer such payment in full to the account designated by the Transferee or other account designated by the Transferee in writing from time to time within the next working day after receiving the collection payment of receivables. (2) If the Transferor receives any Proceeds instrument delivered as a result of any Receivablesthe commercial contract from the debtor, such Grantor the Transferor shall transfer the endorsement of the instrument to the Transferee (if the endorsement can be transferred according to the relevant laws and regulations on the instrument), or transfer the corresponding amount to the Transferee after handling the discounting or collection entrustment at the bank designated by the Transferee, ensuring the Transferee will receive such payments as the Collateral Agent’s trusteecorresponding amount. (3) The Transferor shall timely submit to the Transferee the materials in connection with the collection payment of receivables, including but not limited to the bank receipt certificate (copy) of the collection payment of receivables paid by the debtor, the collection of collection payment of receivables, etc., and the Transferor shall ensure that such materials provided by it are true, accurate and complete. (4) Any collection payment of receivables received by the Transferor as entrusted, whether or not it has been transferred to the Transferee, shall belong to the property of the Transferee, and the Transferor has no right to dispose of it in any form except for transferring it to the Transferee immediately. The Transferor shall keep the collection payment of receivables and its own assets or funds separately and set up separate accounts to ensure that the collection payment of receivables can be distinguished from other assets of the Transferor. 7.6 In case the amount of receivables received by the Transferee as stipulated in the Confirmation of Factoring Business is greater than the amount of factoring financing funds, the exceeding part can be returned to the Transferor, and the remaining undue receivables can be transferred back to the Transferor on the premise that the amount of collection payment of receivables received by the Transferee in time and in full is not less than the factoring financing funds and the Transferor has no any outstanding factoring fee (whether due or not) and liquidated damages. The risks and benefits of the receivables transferred back to the Transferor are completely irrelevant to the Transferee. The Transferor is not required to pay the corresponding amount to the Transferee, and both parties are not required to sign a written agreement or document on the matter. The Transferee shall not bear any obligations and responsibilities for such collection of receivables. 7.7 No any other form of notice shall be sent by the Transferor to the debtor without the consent of the Transferee, except for sending the notice of the receivables transfer to the debtor as per the provisions herein. The Transferor shall not give a notice of waiver, deduction or set-off to the debtor or reach an agreement on waiver, deduction or set-off with the debtor, nor change or negotiate with the debtor to change the amount, time, period, etc. regarding the collection payment of receivables payable by the debtor. 7.8 The Transferor shall immediately deposit all cash, checks give notice to the Transferee of the relevant situation once the Transferor becomes aware of that litigation and arbitration proceedings against it or other similar payments related to the debtor have been or constituting payments made in may be initiated. 7.9 In respect of Receivables received by it the arrangement of receivables collection in this article (including but not limited to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a the collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided of collection payment of receivables by the terms of Section 7.3Transferor entrusted by the Transferee), the Transferee shall not be required to pay any expenses to the Transferor.

Collection of Receivables. (a) Each Grantor has (i) executed Unless and delivered until a Default or an Event of Default shall have occurred and be continuing and the Company shall have received written notice from the Security Trustee not to collect the Receivables, the Company shall make collection of all Receivables of the Company and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2hereof. (b) Each Grantor At any time while a Default or an Event of Default shall direct have occurred and be continuing, in the event the Security Trustee requests the Company to do so: (i) All instruments and chattel paper at any time constituting part of the Receivables of the Company (including any postdated checks) shall, upon receipt by the Company and to the extent permitted by law, be immediately endorsed to and deposited with the Security Trustee in the same form as received by the Company; and/or (ii) The Company shall, to the extent permitted by law, instruct all of its Account Debtors account debtors to forward remit all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly of the Company to Blocked Accounts subject a lockbox to Blocked Account Agreements be maintained at the main post office, Chicago, Illinois, or Lockboxes subject such other single location as the Security Trustee may reasonably designate, under the sole custody and control of the Security Trustee. (c) Except as otherwise directed by the Security Trustee, the Company shall immediately place the following legend conspicuously, on the face of each document, instrument, chattel paper and other writing evidencing the Receivables created on or after the Original Closing Date but before the Closing Date: "A SECURITY INTEREST IN THIS DOCUMENT HAS BEEN GRANTED TO ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, AS SECURITY TRUSTEE AND SECURED PARTY, PURSUANT TO THAT CERTAIN SECURITY AGREEMENT, PLEDGE AND INDENTURE OF TRUST DATED AS OF DECEMBER 1, 1992." Except as otherwise directed by the Security Trustee, the Company shall, within ten days after the Closing Date, place the following legend conspicuously, on the face of each document, instrument, chattel paper and other writing evidencing the Receivables created on or after the Closing Date: "A SECURITY INTEREST IN THIS DOCUMENT HAS BEEN GRANTED TO ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, AS SECURITY TRUSTEE AND SECURED PARTY, PURSUANT TO A SECURITY AGREEMENT, PLEDGE AND INDENTURE OF TRUST." At any time while a Default or an Event of Default shall have occurred and be continuing, the Security Trustee or its designee may notify the Company's customers or account debtors at any time that Receivables of the Company have been assigned to Lockbox Agreements; provided thatthe Security Trustee or of the Security Trustee's security interest therein and either in its own name, with respect that of the Company or both, demand, collect (including without limitation through a lockbox analogous to PHI that described in SS. 4.3(B)(II) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any Subsidiary thereofor all amounts due or to become due on such Receivables, and in the Security Trustee's discretion file any claim or take any other action or proceeding which the Security Trustee may deem necessary or appropriate to protect and realize upon the security interest of the Security Trustee in such Receivables. (d) In the event the Security Trustee has exercised any or all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3rights under SS.SS.

Collection of Receivables. (a) Each Grantor has (i) executed Unless and delivered until a Default or an Event of Default shall have occurred and be continuing and such Company shall have received written notice from the Security Trustee not to collect the Receivables, such Company shall make collection of all Receivables of such Company and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2hereof. (b) Each Grantor At any time while a Default or an Event of Default shall direct have occurred and be continuing, in the event the Security Trustee requests such Company to do so: (i) All instruments and chattel paper at any time constituting part of the Receivables of such Company (including any postdated checks) shall, upon receipt by such Company and to the extent permitted by law, be immediately endorsed to and deposited with the Security Trustee in the same form as received by such Company; and/or (ii) Such Company shall, to the extent permitted by law, instruct all of its Account Debtors account debtors to forward remit all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly of such Company to Blocked Accounts subject a lockbox to Blocked Account Agreements be maintained at the main post office, Chicago, Illinois, or Lockboxes subject such other single location as the Security Trustee may reasonably designate, under the sole custody and control of the Security Trustee. (c) Except as otherwise directed by the Security Trustee, each Company shall immediately place the following legend conspicuously, on the face of each document, instrument, chattel paper and other writing evidencing the Receivables created on or after the Original Closing Date but before the Closing Date: “A SECURITY INTEREST IN THIS DOCUMENT HAS BEEN GRANTED TO ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, AS SECURITY TRUSTEE AND SECURED PARTY, PURSUANT TO THAT CERTAIN SECURITY AGREEMENT, PLEDGE AND INDENTURE OF TRUST DATED AS OF DECEMBER 1, 1992.” Except as otherwise directed by the Security Trustee, such Company shall, within ten days after the Closing Date, place the following legend conspicuously, on the face of each document, instrument, chattel paper and other writing evidencing the Receivables created on or after the Closing Date: “A SECURITY INTEREST IN THIS DOCUMENT HAS BEEN GRANTED TO ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, AS SECURITY TRUSTEE AND SECURED PARTY, PURSUANT TO A SECURITY AGREEMENT, PLEDGE AND INDENTURE OF TRUST.” At any time while a Default or an Event of Default shall have occurred and be continuing, the Security Trustee or its designee may notify such Company’s customers or account debtors at any time that Receivables of such Company have been assigned to Lockbox Agreements; provided thatthe Security Trustee or of the Security Trustee’s security interest therein and either in its own name, with respect that of such Company or both, demand, collect (including without limitation through a lockbox analogous to PHI that described in §4.3(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any Subsidiary thereofor all amounts due or to become due on such Receivables, and in the Security Trustee’s discretion file any claim or take any other action or proceeding which the Security Trustee may deem necessary or appropriate to protect and realize upon the security interest of the Security Trustee in such Receivables. (d) In the event the Security Trustee has exercised any or all of its rights under §§4.3(b) or (c) hereof, the Security Trustee may, at any time while a Default or an Event of Default shall have occurred and be continuing, cause all instruments, chattel paper, moneys or other proceeds received by the Security Trustee to be deposited, handled and administered in and through a remittance account. If a Default or an Event of Default has occurred and is continuing to the knowledge of the Security Trustee, all of such payments shall, unless otherwise consented to amounts received by the Collateral Agent, continue to be paid through the Remittance Processor Security Trustee pursuant to the Remittance Processing Agreement. Neither PHI nor Granting Clauses hereof and all amounts held in any Subsidiary thereof remittance account referred to above in this paragraph shall amend or terminate be held by the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth Security Trustee for application in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made manner provided for in §7 in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with proceeds and avails of the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3Collateral.

Collection of Receivables. (a) Each Grantor has (i) executed Borrowers shall instruct their Customers to deliver all remittances upon Receivables to such lockbox account or Blocked Account and/or Depository Accounts (and delivered any associated lockboxes) as Agent shall designate from time to time as contemplated by Section 4.15(h) hereof or as otherwise agreed to from time to time by Agent. Notwithstanding the foregoing, to the Collateral extent any Borrower directly receives any remittances upon Receivables, such Borrower will, at such Borrower’s sole cost and expense, but on Agent’s behalf and for Agent’s account, collect as Agent’s property and in trust for Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cashamounts received on Receivables, checks or other similar payments relating and shall not use the same except to or constituting payments made in respect of Receivables will pay Obligations. Each Borrower shall deposit (it being understood that a “night deposit” shall be deemed to be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as on the day such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements amounts were deposited in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where night drop box) in the Blocked Account is located and/or Depository Accounts or, upon request by Agent, deliver to Agent, in original form and on the date of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary receipt thereof, all checks, drafts, notes, money orders, acceptances, cash and other evidences of such Indebtedness (other than the Daily Cash Amounts). The Borrowers shall cause the ACH or wire transfer of all payments shalldue from credit card processors, unless otherwise consented to by including any remittances from any Primary Supplier of proceeds of the Collateral AgentCredit Card Receivables (whether or not there are then any outstanding Obligations), continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly made to a Blocked Account subject and/or Depository Accounts as such presently occurs and with such frequency as is consistent with the Borrowers’ current business practices as in effect on the Closing Date; it being understood that under the Supply Agreements, Borrowers shall only receive the net Receivables. Prior to and after any Cash Dominion Period, payments made by a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification Borrower’s Customers remitted directly to Account Debtor. If notwithstanding Agent will be deposited by Agent in the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trusteeBlocked Accounts, and Customer remittances shall immediately deposit all cash, checks or other similar payments related only be treated as a repayment of Advances if the Borrowers so elect in a written notice to or constituting payments made in respect Agent. (ii) Borrowers shall deliver to the Agent copies of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreementnotifications (each, a Lockbox subject “Credit Card Notification”) substantially in the form attached hereto as Exhibit 4.15(d)(ii) which have been executed on behalf of such B▇▇▇▇▇▇▇ and delivered to a Lockbox Agreement or a Collateral Deposit Account will be swept such B▇▇▇▇▇▇▇’s credit card clearinghouses and processors listed on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3Schedule 5.31.

Collection of Receivables. (a) Each Grantor has On or before the Effective Date, the Grantors shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor the Grantors into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iiib) established lockbox establish lock box service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit BB (each, a “Depository Bank”), which lockboxes are Lock Boxes shall be subject to irrevocable lockbox lock box agreements in the form provided by or otherwise reasonably acceptable to the Collateral Administrative Agent and have been accompanied by an acknowledgment by such Person where (each, a “Lock Box Agreement”) providing for all collections in the Lockbox is located of the Lien of Lock Boxes to be deposited into the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”Deposit Account(s) with such Depository Bank(s). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor the Grantors will comply with the terms of Section 7.2. (b) Each Grantor The Grantors shall direct all of its their Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Boxes subject to Lock Box Agreements. Following the occurrence and during the continuation of an Event of Default (and until such time as no Event of Default exists) or at any time after average daily Availability is less than $65,000,000 for ten (10) or more consecutive days (and until such time as average daily Availability is equal to or exceeds $75,000,000 for a Blocked Account Agreement period of 60 consecutive days) (each such period, a “Cash Dominion Period”), the Administrative Agent may deliver written instructions to the Depository Banks directing them to transfer on a daily basis all payments or a Lockbox subject deposits received in the Lock Boxes and the Collateral Deposit Accounts to a Lockbox Agreement after notice from collection account maintained by the Collateral Grantors with the Administrative Agent (the “Collection Account”) or as otherwise instructed by the Administrative Agent; provided that upon the termination or expiration of all Cash Dominion Periods, the Collateral Administrative Agent shall be entitled promptly rescind such instructions to make such notification directly to Account Debtorthe Depository Banks. If notwithstanding the foregoing instructions, Grantors receive any Grantor receives any Proceeds proceeds of any Receivables, such Grantor the Grantors shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it them to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has At all times during the term of this Agreement, (i) executed and delivered each U.S. Borrower shall maintain, pursuant to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all casha Lockbox Agreement, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited a lockbox (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, "Lockbox") and (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit Beach Borrower shall maintain, which blocked accounts are subject pursuant to irrevocable blocked account agreements a Lockbox Agreement, or, in the form provided by or otherwise acceptable case of the Cdn. Borrower, pursuant to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account Agreement, one or more blocked accounts (each, a "Blocked Account"). Each U.S. Borrower shall instruct its account debtors to remit to a Lockbox, and the Cdn. Borrower shall instruct its account debtors to remit to a Blocked Account, all Collections including, without limitation, all checks, drafts and other documents and instruments evidencing remittances in payment (collectively, "Items of Payment"), provided that the Cdn. Borrower shall be permitted to take physical delivery of any Items of Payment so long as no Event of Default has occurred and is located continuing and the Cdn. Borrower remits such Items of Payment to a Blocked Account within one Business Day following its receipt thereof. Items of Payment remitted to a Blocked Account will be processed in accordance with the applicable Lockbox Agreement or, in the case of the Lien of Cdn. Borrower, the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct So long as no Event of Default has occurred and is continuing, all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made Collections deposited in respect of Receivables directly to Blocked Accounts subject to a Blocked Account Agreements shall be transferred to an operating account of the applicable Borrower or Lockboxes subject otherwise released to such Borrower. Following the occurrence and during the continuance of an Event of Default, the Agent may apply all amounts received by it from the Lockbox Agreements; Banks or, in the case of the Cdn. Borrower, the Blocked Account Bank, to such of the Obligations (provided thatthat no Collections from the Receivables of the Cdn. Borrower shall be deemed to secure or be applied to any of the Obligations owed by any Loan Party organized under the laws of any state of the United States) and in such order as it may elect in its sole and absolute discretion. All Collections and other amounts received by a Borrower from any account debtor, with respect in addition to PHI and all other cash received by such Borrower from any Subsidiary thereofother source, all of such payments shall, unless otherwise consented to by the Collateral Agentupon receipt, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agentdeposited into a Blocked Account. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes Borrowers will at all times (i) not commingle any Items of Payment with any of their other funds or property, but will segregate them from their other assets and each Grantor shall take will hold them in trust and for the account and as the property of the Agent and (ii) endorse any Items of Payment. The Agent will credit all actions necessary such payments to grant the Collateral Borrowers' account, conditional upon final collection; credit will be given only for cleared funds received prior to 2:00 p.m. -43- 44 (Chicago or Toronto time, as applicable) by the Agent such sole accessat the Agent's U.S. Payment Account or the Agent's Cdn. At no time shall any Grantor remove any item from a Blocked Payment Account, Lockbox as applicable, or from a Collateral Deposit Account without such other account as the Collateral Agent’s prior written consentAgent may designate. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral AgentIn all cases, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account Borrowers' account will be swept on a daily basis into a collection account maintained by Petro credited only with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds net amounts actually received into the Collection Account as provided by the terms in payment of Section 7.3their Receivables.

Collection of Receivables. (a) Each Grantor has (i) executed and delivered On or prior to the Collateral date that is 15 days after the Effective Date (or such later date in Administrative Agent’s sole discretion), each Grantor shall (a) execute and deliver to the Administrative Agent Deposit Account Control Agreements (unless such Deposit Account is maintained with the Administrative Agent and the Administrative Agent elects to forgo a Deposit Account Control Agreement or with respect to the Canadian RBC Account or the U.S. Bank Account, so long as the Canadian RBC Account and/or the U.S. Bank Account, as applicable, is closed within 90 days of the Effective Date (or such later date in Administrative Agent’s sole discretion)) for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are Boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent in its Permitted Discretion and have been shall be accompanied by an acknowledgment by such Person the bank where the Lockbox Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the a Collection Account (each, a “Lockbox Lock Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each On or prior to the date that is 15 days after the Effective Date (or such later date in Administrative Agent’s sole discretion), each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting directly (and the Grantors shall forward such payments made in respect of Receivables directly to Blocked the extent any Account Debtor sends it to the Grantors notwithstanding such direction) to Lock Boxes subject to Lock Box Agreements or Collateral Deposit Accounts subject to Blocked Deposit Account Control Agreements (unless such Deposit Account is maintained with the Administrative Agent and the Administrative Agent elects to forgo a Deposit Account Control Agreement or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereofthe Canadian RBC Account or the U.S. Bank Account, all of such payments shallso long as the Canadian RBC Account and/or the U.S. Bank Account, unless otherwise consented to by the Collateral Agentas applicable, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent is closed within 90 days of the Collateral Effective Date (or such later date in Administrative Agent’s sole discretion)). The Collateral Administrative Agent shall have sole access to the Blocked Accounts Lock Boxes and the Lockboxes Collateral Deposit Accounts (other than (i) the Canadian RBC Account and the U.S. Bank Account, so long as the Canadian RBC Account and/or the U.S. Bank Account, as applicable, is closed within 90 days of the Effective Date (or such later date in Administrative Agent’s sole discretion) or (ii) Collateral Deposit Accounts subject to Deposit Account Control Agreements maintained with ZB N.A. dba Zions First National Bank in the U.S. or Deposit Accounts maintained with the Administrative Agent in Canada, in each case pursuant to this clause (ii), if no Activation Instruction has been issued) at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account (other than (i) the Canadian RBC Account and the U.S. Bank Account, so long as the Canadian RBC Account and/or the U.S. Bank Account, as applicable, is closed within 90 days of the Effective Date (or such later date in Administrative Agent’s sole discretion) or (ii) the Collateral Deposit Accounts subject to Deposit Account Control Agreements maintained with ZB N.A. dba Zions First National Bank in the U.S. or Deposit Accounts maintained with the Administrative Agent in Canada, in each case pursuant to this clause (ii), if no Activation Instruction has been issued) without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Lock Box subject to a Lock Box Agreement or a Collateral Deposit Account subject to a Blocked Deposit Account Agreement or a Lockbox subject to a Lockbox Control Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b) be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account subject to a Deposit Account Control Agreement (unless such Deposit Account is maintained with the Administrative Agent and the Administrative Agent elects to forgo a Deposit Account Control Agreement or with respect to the Canadian RBC Account or the U.S. Bank Account, so long as the Canadian RBC Account and/or the U.S. Bank Account, as applicable, is closed within 90 days of the Effective Date (or such later date in Administrative Agent’s sole discretion)). All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account (other than (i) the Canadian RBC Account and the U.S. Bank Account, so long as the Canadian RBC Account and/or the U.S. Bank Account, as applicable, is closed within 90 days of the Effective Date (or such later date in Administrative Agent’s sole discretion) or (ii) the Collateral Deposit Accounts subject to Deposit Account Control Agreements maintained with ZB N.A. dba Zions First National Bank in the U.S. or Deposit Accounts maintained with the Administrative Agent in Canada, in each case pursuant to this clause (ii), if no Activation Instruction has been issued) will be swept on a daily basis into a collection account accounts maintained by Petro such Grantor with the Collateral Administrative Agent (the “Collection Accounts” and each a “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the each Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each On or before the Closing Date, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Agent Deposit Account Lender Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit BSection B of the Perfection Certificate, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit BSection B of the Perfection Certificate, which blocked accounts are Lock Boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent Lender and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Agent Lender granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (each, a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent Lender shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent Lender such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral AgentLender’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after notice from the Collateral AgentLender, the Collateral Agent shall Lender shall, notwithstanding the language set forth in Section 6.2(b), be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral AgentLender’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor Borrower shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 2.5 hereto and after prior written notice to Lender, subject to Section 7.18, such other banks as such Borrower may hereafter select as are acceptable to Lender. The banks set forth on Schedule 2.5 constitute all of the banks with whom such Borrower has deposit account arrangements and merchant payment arrangements as of the date hereof and identifies each of the deposit accounts at such banks to a retail store location of such Borrower or otherwise describes the nature of the use of such deposit account by such Borrower. (i) executed and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks checks, credit card sales drafts, credit card sales or charge slips or receipts and other similar payments relating to or constituting payments made in respect forms of Receivables will be deposited (a “Collateral Deposit Account”)daily store receipts, which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, from each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all retail store location of such payments shall, unless otherwise consented Borrower on each business day into the deposit accounts of such Borrower used solely for such purpose and identified to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than each retail store location as set forth on Schedule 2.5. All such funds deposited into the separate deposit accounts shall be sent by ACH or by wire transfer on a daily basis and all other proceeds of Collateral shall be sent by ACH or by wire transfer, to the Blocked Accounts as provided in Section 2.5(a)(ii) below. Each Borrower shall irrevocably authorize and direct in writing, in form and substance satisfactory to Lender, each of the preceding sentencebanks into which proceeds from sales of Inventory from each retail store location of such Borrower are at any time deposited as provided above to send all funds deposited in such account by ACH or by wire transfer on a daily basis to the Blocked Accounts and such banks shall agree in writing to do so. Such authorization and direction shall not be rescinded, revoked or modified without the prior written consent of Lender. (ii) Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are acceptable to Lender (the Collateral Agent"Blocked Accounts") into which such Borrower shall promptly either cause all amounts on deposit in its deposit accounts used by each retail store location to be sent as provided in Section 2.5(a)(i) above or shall itself deposit or cause to be deposited all proceeds from sales of Inventory, all amounts payable to such Borrower from Credit Card Issuers and Credit Card Processors and all other proceeds of Collateral. Without in any way limiting the foregoing, each Borrower shall establish and maintain a Blocked Account into which all proceeds from the sale of Wholesale Inventory will be deposited and a Blocked Account into which all proceeds from the sale of Retail Inventory will be deposited. The banks at which the Blocked Accounts are established shall enter into an agreement, in form and substance satisfactory to Lender, providing that all items received or deposited in the Blocked Accounts are the property of Lender, that the depository bank has no lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Lender as Lender may from time to time designate for such purpose ("Payment Account"). Each Borrower agrees that all amounts deposited in such Blocked Accounts or other funds received and collected by Lender, whether as proceeds of inventory or other Collateral Agent or otherwise shall be the property of Lender. In the event that no Event of Default exists and is continuing and no Obligations are outstanding, Lender agrees, upon the written request of Borrowing Agent, to deliver to Borrowers, to an account specified in writing by Borrowing Agent, any credit balance in the Payment Account or any other account maintained by Lender for the Borrowers' account. (iii) To the extent any Borrower may elect, at such Borrower's option, to use the Armored Car Companies to pick up and collect cash or other proceeds of sales of Inventory from a retail store location, such Borrower shall deliver to the Armored Car Companies all proceeds from sales of Inventory and other Collateral from such retail store location of such Borrower. Each Borrower electing to use an Armored Car Company shall irrevocably authorize and direct the Armored Car Companies in writing, in form and substance satisfactory to Lender, to remit all such proceeds at any time received by the Armored Car Companies only to the deposit account identified on Schedule 2.5 for such purpose and thereafter to the Blocked Accounts. Such authorization and direction to the Armored Car Companies shall not be rescinded, revoked or modified without the prior written consent of Lender. As of the date hereof, the only Armored Car Companies used by the Borrowers are Safe & Sound Armed Courier, Inc., Loom▇▇, ▇▇rgo & Co. and Dunb▇▇ ▇▇▇ored, Inc.. Borrowers shall not use any other Armored Car Companies for any purpose, EXCEPT if (A) Lender shall have sole access received not less than ten (10) days' prior written notice of the intention of any such Borrower to use such other Armored Car Companies, (B) Lender shall have received an agreement in writing from such other Armored Car Companies, in form and substance satisfactory to Lender, acknowledging the security interests of Lender in the Collateral, waiving any security interest, lien or other claim to cash and other items delivered by such Borrower to the Armored Car Company and agreeing to send all cash and other items received by them only to the Blocked Accounts and to otherwise follow the Lockboxes instructions of Lender with respect thereto upon Lender's request, duly authorized, executed and delivered by and other Armored Car Companies, and (C) no Event of Default shall exist or have occurred. (b) For purposes of calculating the amount of the Advances available to Borrowers, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lender of immediately available funds in the Payment Account provided such payments and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers' loan account on such day, and if not, then on the next Business Day. For purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Lender in the Payment Account (the "Collection Period") provided such payments or other funds and notice thereof are received in accordance with Lender's usual and customary practices as in effect from time to time and within sufficient time to credit Borrowers' loan account on such day, and if not, then on the next Business Day. (c) Each Borrower and all of its affiliates, subsidiaries, shareholders, directors, employees or agents shall, acting as trustee for Lender, receive, as the property of Lender, any cash, checks, credit card sales drafts, credit card sales or charge slips or receipts, notes, drafts, all forms of store receipts or any other payment relating to and/or proceeds of Receivables or other Collateral which come into their possession or under their control and immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Lender. In no event shall such cash, checks, credit card sales drafts, credit card sales or charge slips or receipts, notes, drafts or other payments be commingled with any Borrower's own funds. Each Borrower agrees to reimburse Lender on demand for any amounts owed or paid to any bank at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to which a Blocked Account subject is established or any other bank or person involved in the transfer of funds to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds Blocked Accounts arising out of any Receivables, such Grantor shall receive such Lender's payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect indemnification of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement such bank or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”)person. The Collateral Agent obligation of each Borrower to reimburse Lender for such amounts pursuant to this Section 2.5 shall hold and apply funds received into survive the Collection Account as provided by the terms termination or non-renewal of Section 7.3this Agreement.

Collection of Receivables. On the Closing Date, URI shall deposit ------------------------- $10,000,000 (athe "Receivables Escrow Amount") Each Grantor has with the Escrow Agent pursuant to an escrow agreement substantially in the form of Exhibit E-2 hereto (ithe ----------- "Receivables Escrow Agreement"). The Sellers represent and warrant that all of the accounts receivable (including earned but not yet billed receivables) executed of ARI and delivered the Subsidiary existing as of the Closing Date (the "Receivables") have arisen from bona fide transactions in the ordinary course of business consistent with past practice, are good and valid, and will be collectable by ARI, URI Sub and URI at the aggregate recorded amounts thereof not later than 120 days after the Closing Date. URI shall instruct the Escrow Agent to pay to the Collateral Representative, on a weekly basis, out of the Receivables Escrow Amount an amount equal to the amount of Receivables collected by ARI and the Subsidiary between the Closing Date and the date that is 120 days following the Closing Date and, to the extent the Receivables Escrow Amount is insufficient to cover such payments, URI shall cause ARI and/or the Subsidiary to pay the Representative the amount of such shortfall upon completion of such 120 day period. On the 120th day following the Closing Date, URI shall provide to the Representative a reconciliation of the outstanding uncollected Receivables as of such date. The parties will agree to such reconciliation and to the extent any Receivables existing on the Closing Date remain outstanding following such 120 day period, URI shall be entitled to be paid, and the parties hereto shall give instructions to the Escrow Agent Deposit Account Control Agreements for each Deposit Account maintained by to pay, out of the Receivables Escrow Amount an amount (on a dollar-for-dollar basis) equal to the Receivables remaining unpaid at such Grantor into which all cash, checks time (provided that no additional payment is due to URI from ARI or other similar payments relating to or constituting payments made Subsidiary if the Receivables remaining unpaid at such time shall exceed the remaining Receivables Escrow Amount). Upon receipt of such payment in respect of unpaid Receivables, URI shall assign such unpaid Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent Representative. For a period of 120 days following the Closing Date, URI and have been accompanied by an acknowledgment by URI Sub shall cause ARI and the bank where Subsidiary to take all reasonable commercial action, consistent with past practice, to collect the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein Receivables and, upon any assignment to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located Representative of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of uncollected Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without URI and URI Sub shall cause ARI and the prior written consent Subsidiary to continue to use reasonable commercial efforts, at the Representative's cost and expense (including a reasonable allocation of the Collateral Agentcost of ARI and Subsidiary personnel), to collect the Receivables on behalf of the Representative for a period to end not later than the first anniversary of the Closing Date. The Collateral Agent shall have sole access to Unless otherwise specified by the Blocked Accounts customer (in any remittance or otherwise) (i) collected Receivables will be applied against invoices on a "FIFO" basis and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item (ii) remittances from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made customer received by ARI in respect of receivables that arose after the Closing Date shall be first applied against the Receivables received by it to a Collateral Deposit Accountof such customer, if any. All funds deposited into any Blocked Account subject interest and dividends earned on the Receivables Escrow Amount during the term of the escrow shall be paid to a Blocked Account Agreementthe party entitled, a Lockbox subject pursuant to a Lockbox Agreement or a Collateral Deposit Account will be swept the provisions hereof, to such Receivables Escrow Amount on a daily pro rata basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3in relation to such entitlement.

Collection of Receivables. (a) Each Grantor In its capacity of the owner of a debt once it has (i) executed and delivered been transferred, IFN is entitled to proceed to the Collateral Agent Deposit Account Control Agreements collection of receivables as well as to grant additional delay for each Deposit Account maintained their payment or to negotiate with the debtor any other arrangement related to the said payment. However, in consideration of the Customer's performance in collecting its receivables, IFN gives the Customer a mandate to proceed, on its behalf, to the collection of the receivables for which the debt has been transferred to IFN. As a counterpart, the Customer agrees to maintain its current performance in collecting the receivables and to strictly adhere to the defined procedures, copy of which is included in this agreement. Any modification to the said procedure should be approved by IFN before being put in use. The mandate given to the Customer for the collection of receivables as defined in the above paragraph, could be cancelled at any time and by any means by IFN. In such Grantor into event, the Customer agrees to: o cease immediately to collect receivables o provide the necessary assistance to IFN particularly in case the reserve concerning the transfer of ownership is invoked, and inform IFN of any circumstances or event which all cashcould result in a late payment or compromise the payment. In any case, checks or other similar payments relating IFN reserves its rights to or constituting payments made intervene directly with the debtors, by any means and without any formality toward the Customer. The Customer agrees to deposit immediately to a dedicated collection bank account open in respect the name of Receivables IFN, any instrument of payment received and related to the debts transferred and to mention the said bank account number on any invoice for which the debt will be deposited (transferred to IFN. In the event a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such payment related to a debt assigned to IFN is received on Exhibit B, (ii) established blocked a bank account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements open in the form provided by or otherwise acceptable Customer's name, the said payment is reputed to have been made to the Collateral Agent Customer in his capacity of proxy of IFN and have been accompanied by an acknowledgment by the bank where corresponding amount should be transferred immediately to the Blocked Account IFN dedicated collection account. Failure to do so, will entitle IFN to deduct the corresponding amount from the Customer's current account, without prejudice for the sanctions provided in article 14 of this agreement. The Customer agrees to mention IFN as the beneficiary for all commercial drafts. As a mandate of common interest, he also gives IFN the power to endorse any instrument of payment he receives and for which the Customer is located mentioned as the beneficiary. The Customer also agrees not to revoke this mandate until the final balance of the Lien of current account is established. In case a debtor contests a debt which has been assigned to IFN, the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and Customer will have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice thirty days from the Collateral Agentdate the contestation was brought to its knowledge, to resolve the Collateral Agent shall be entitled issue and to make such notification directly obtain from the debtor the commitment to Account Debtorpay its debt in full. If notwithstanding In the foregoing instructionsevent the issue is not resolved within the thirty period, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as IFN will have the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related right to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with deduct the Collateral Agent (corresponding amount from the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3Customer's current account.

Collection of Receivables. (a) Each Grantor has (i) executed The Borrower will cause all moneys, checks, notes, drafts and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made proceeds of Receivables, or of any other Collateral, to be forwarded to a Lockbox for deposit in an Agency Account in accordance with the procedures set out in the corresponding Agency Account Agreement, and in particular the Borrower will: (i) advise each Account Debtor to address all remittances with respect to amounts payable on account of any Receivables will be deposited (to a “Collateral Deposit Account”)specified Lockbox, which Collateral Deposit Accounts are identified as such on Exhibit B, and (ii) established blocked account service (the “Blocked Accounts”) stamp all invoices relating to any such amounts with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable a legend satisfactory to the Collateral Administrative Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account indicating that payment is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein be made to the Collection Account (Borrower via a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2specified Lockbox. (b) Each Grantor The Borrower and the Administrative Agent shall direct cause all of its collected balances in each Agency Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through transmitted daily by wire transfer or depository transfer check in accordance with the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as procedures set forth in the preceding sentencecorresponding Agency Account Agreement to the Administrative Agent at the Agent’s Office, (i) for application, without the prior written consent on account of the Collateral Agent. The Collateral Agent Secured Obligations, as provided in Section 2.3(c), 12.2 and 12.3, such credits to be entered upon receipt thereof and to be conditioned upon final payment in cash or solvent credits of the items giving rise to them (provided, however, that for the purposes of determining the outstanding principal amount of Secured Obligations from time to time, among other things, in order to determine Availability, such credits shall have sole access be deemed entered on the day of receipt thereof), and (ii) with respect to any balance remaining after such application, so long as no Default or Event of Default has occurred and is continuing, for transfer to the Blocked Accounts Controlled Disbursement Account or such other account of the Borrower as the Borrower and the Lockboxes Administrative Agent may agree. (c) Any moneys, checks, notes, drafts or other payments referred to in subsection (a) of this Section 8.1 which are received by or on behalf of the Borrower will be held in trust for the Administrative Agent and will be delivered to the Administrative Agent at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If Office as promptly as possible in the exact form received, together with any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3necessary endorsements.

Collection of Receivables. (a) Each On or before the date which is sixty (60) days after the Closing Date (or such later date as the Administrative Agent may agree under Section 5.7 of the Credit Agreement), each Grantor has (iother than Calpine) executed shall (a) execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are lock boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Concentration Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Each On or before the date which is sixty (60) days after the Closing Date (or such later date as the Administrative Agent may agree under Section 5.7 of the Credit Agreement), each Grantor (other than Calpine) shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor (other than Calpine) should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b) be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any such Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection concentration account maintained by Petro the U.S. Borrower with the Collateral Administrative Agent (the “Collection Concentration Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Concentration Account as provided by the terms of Section 7.3. Notwithstanding the foregoing, (i) up to $2,000,000 held in deposit accounts of Smurfit-Stone Puerto Rico, Inc. shall not be required to be swept into the Concentration Account, and (ii) payments made to a U.S. Loan Party in Canadian Dollars may be deposited in the Canadian Concentration Account instead of the Concentration Account.

Collection of Receivables. (a) Each Subject to Section 5.13(d) of the Credit Agreement, on or before the Restatement Date, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit BB to the Disclosure Letter, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit BB to the Disclosure Letter, which blocked accounts are lock boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise reasonably acceptable to the Collateral Administrative Agent (a “Lock Box Agreement”) and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (following its receipt of a “Blocked Account Agreement”) and (iii) established lockbox service (notice from the “Lock Boxes”) with Administrative Agent per the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located penultimate sentence of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”Section 7.1(b). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Restatement Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that. During the Dominion Period (as defined below), with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time during the Dominion Period shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall shall, during the Dominion Period, receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All At any time Availability is less than the Changeover Amount or upon the occurrence and during the continuance of an Event of Default (any such time being within the “Dominion Period”), upon the request of the Administrative Agent (which may be made without Required Lender direction or consent) and following delivery of notice by the Administrative Agent to the applicable depositary banks, all funds deposited into any Blocked Lock Box subject to a Lock Box Agreement or a Deposit Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account Control Agreement will be swept on a daily basis into a collection account maintained by Petro such Grantor with the Collateral Administrative Agent (the “Collection Account”). All funds held, deposited or transferred into any Securities Account subject to a Securities Account Control Agreement shall be transferred to the Collection Account pursuant to such instructions as shall be delivered by the Administrative Agent to the applicable securities intermediary. The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3. The obligation of the Loan Parties to comply with the foregoing requirement shall continue until Availability has exceeded the Changeover Amount for 90 consecutive days. The Administrative Agent shall thereafter promptly take all necessary actions to terminate such cash dominion.

Collection of Receivables. (a) Each Grantor has (i) executed Unless and delivered to until a Default or an Event of Default shall have occurred and be continuing and such Company shall have received written notice from the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by not to collect the Receivables, such Grantor into which Company shall make collection of all cash, checks or other similar payments relating Receivables of such Company and may use the same to or constituting payments made carry on its business in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) accordance with the bank(s) set forth in Exhibit B, which blocked accounts are sound business practice and otherwise subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2hereof. (b) Each Grantor At any time while a Default or an Event of Default shall direct have occurred and be continuing, in the event the Collateral Agent requests such Company to do so: (i) All instruments and chattel paper at any time constituting part of the Receivables of such Company (including any postdated checks) shall, upon receipt by such Company and to the extent permitted by law, be immediately endorsed to and deposited with the Collateral Agent in the same form as received by such Company; and/or (ii) Such Company shall, to the extent permitted by law, instruct all of its Account Debtors account debtors to forward remit all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shallCompany to a lockbox to be maintained at the main post office, unless Chicago, Illinois, or such other single location as the Collateral Agent may reasonably designate, under the sole custody and control of the Collateral Agent. (c) Except as otherwise consented to directed by the Collateral Agent, each Company shall place the following legend conspicuously, on the face of each document, instrument, chattel paper and other writing evidencing the Receivables created on or after the Closing Date (provided the legend called for by the Prior Security Agreement appearing on the Borrower’s existing stock of unexecuted contacts may continue to be paid through used until reordered): “A SECURITY INTEREST IN THIS DOCUMENT HAS BEEN GRANTED TO ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, AS SECURED PARTY, PURSUANT TO A SECURITY AGREEMENT, PLEDGE AND INDENTURE OF TRUST.” At any time while a Default or an Event of Default shall have occurred and be continuing, the Remittance Processor pursuant Collateral Agent or its designee may notify such Company’s customers or account debtors at any time that Receivables of such Company have been assigned to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend Collateral Agent or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access ’s security interest therein and either in its own name, that of such Company or both, demand, collect (including without limitation through a lockbox analogous to the Blocked Accounts that described in Section 4.3(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and the Lockboxes at give acquittance for any or all times amounts due or to become due on such Receivables, and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without in the Collateral Agent’s prior written consentdiscretion file any claim or take any other action or proceeding which the Collateral Agent may deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in such Receivables. (d) In the event the Collateral Agent has exercised any or all of its rights under Sections 4.3(b) or (c) hereof, the Collateral Agent may, at any time while a Default or an Event of Default shall have occurred and be continuing, cause all instruments, chattel paper, moneys or other proceeds received by the Collateral Agent to be deposited, handled and administered in and through a remittance account. If any Grantor should refuse a Default or neglect an Event of Default has occurred and is continuing to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the knowledge of the Collateral Agent, all amounts received by the Collateral Agent pursuant to the Granting Clauses hereof and all amounts held in any remittance account referred to above in this paragraph shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as held by the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made Agent for application in the manner provided for in Section 7 in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with proceeds and avails of the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3Collateral.

Collection of Receivables. (a) Each Grantor has (i) executed Following the occurrence of any Event of Default and delivered for so long as such Event of Default remains uncured, upon demand of the Majority Banks, Borrower and each Subsidiary shall deposit or cause to be deposited, all checks, drafts, cash, and other remittances received in payment of services rendered or inventory sold or in payment or on account of its accounts, immediately upon receipt thereof with Agent in one or more special "lockboxed" bank accounts maintained with Agent, over which the Majority Banks alone have power of withdrawal. The funds in said special bank accounts shall, to the Collateral maximum extent allowed by applicable law, be held by the Banks as security for all loans made hereunder and all other Obligations of Borrower to the Banks secured hereby. Said proceeds shall be deposited in precisely the form received, except for the endorsement of Borrower and each Sub sidiary where necessary to permit collection, which endorsement Borrower and each Subsidiary agree to make and which Agent Deposit Account Control Agreements for also hereby is irrevocably authorized to make on their behalf. Pending such deposit, Borrower and each Deposit Account maintained by Subsidiary agree that they will not commingle any such Grantor into which all checks, drafts, cash, checks and other remittances with any of their funds or other similar payments relating to or constituting payments property, but will hold them separate and apart therefrom and upon an express trust for the Banks until deposit thereof is made in respect the said special bank account. At least twice weekly, Agent will apply the whole or any part, as the Majority Banks deem appropriate, of Receivables the collected funds on deposit in the said special bank accounts against the principal and/or interest of any loans made hereunder and/or on Borrower's other Obligations secured hereby, the order and method of such application to be in the discretion of the Majority Banks. Any portion of said funds on deposit in the special bank account that the Majority Banks elect not to apply will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject paid over by Agent to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2Borrower. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has (i) executed and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Closing Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Until an Event of Default hereunder has occurred and is continuing and the Collateral Agent instructs the Grantors otherwise, each Grantor shall make collection of all Receivables and may use the proceeds thereof to carry on its business in the ordinary course as presently conducted and otherwise subject to the terms hereof, and any goods sold by any Grantor which are returned by a customer or account debtor or otherwise recovered may be resold by a Grantor in the ordinary course of its business; upon the occurrence and during the continuation of any Event of Default hereunder if the Grantors are so instructed by the Collateral Agent, such goods shall be set aside and held by each Grantor as trustee for the Secured Parties and shall remain part of the Collateral Agent's Collateral. Unless and until an Event of Default occurs and is continuing and the Collateral Agent notifies the Grantors otherwise, each Grantor may settle and adjust disputes and claims with its customers and account debtors, handle returns and recoveries and grant discounts, credits and allowances in the ordinary course of business and otherwise for amounts and on terms which such Grantor in good faith considers advisable. (b) Upon the occurrence and during the continuation of any Event of Default, whether or not the Collateral Agent has exercised any or all of its rights under other provisions of this Section 6, upon the request of the Collateral Agent: (i) executed each Grantor shall notify the Collateral Agent promptly of all returns and delivered recoveries and on request deliver the returned goods to the Collateral Agent. Upon the occurrence and during the continuation of any Event of Default and if so instructed by the Collateral Agent, each Grantor shall also notify the Collateral Agent promptly of all disputes and claims and settle or adjust them at no expense to the Secured Parties, but no discount, credit or allowance other than on normal trade terms in the ordinary course of business shall be granted to any customer or account debtor and no returns of goods shall be accepted by the Grantors without the Collateral Agent's consent. The Collateral Agent may settle or adjust disputes and claims directly with customers or account debtors for amounts and upon terms which the Collateral Agent considers advisable; (ii) all instruments and chattel paper at any time constituting part of the Receivables (including any postdated checks) shall, upon receipt by each Grantor, be immediately endorsed to and deposited with the Collateral Agent; and/or (iii) each Grantor shall instruct all account debtors to remit all payments in respect of Receivables to a lockbox or lockboxes under the sole custody and control of the Collateral Agent to be maintained at post offices selected by the Collateral Agent. (c) Upon the occurrence and during the continuation of any Event of Default, whether or not the Collateral Agent has exercised any or all of its rights under other provisions of this Section 6, the Collateral Agent or its designee may notify each Grantor's customers or account debtors at any time without prior notice to any Grantor that Receivables have been assigned to the Collateral Agent Deposit Account Control Agreements or of the Collateral Agent's security interest therein, and either in its own name, or such Grantor's or both, demand, collect (including without limitation through a lockbox described in Section 6(b)(3)), receive, receipt for, ▇▇▇ for, compound and give acquittance for each Deposit Account any or all amounts due or to become due on Receivables, and in the Collateral Agent's discretion file any claim or take any other action or proceeding which the Collateral Agent may deem necessary or appropriate to protect and realize upon the security interest of the Collateral Agent in the Receivables. (d) Any proceeds of Receivables or other Collateral transmitted to or otherwise received by the Collateral Agent pursuant to any of the provisions of Section 6(b) or (c) shall be handled and administered by the Collateral Agent in and through a remittance account or accounts maintained by such Grantor into the Collateral Agent at a commercial bank or banks (which all cash, checks or other similar payments relating to or constituting payments made in respect may be Bank of Receivables will be deposited America) selected by the Collateral Agent (collectively the "DEPOSITORY BANKS" and individually a “Collateral Deposit Account”"DEPOSITORY BANK"), which and each Grantor acknowledges that the maintenance of such remittance accounts by the Collateral Deposit Accounts are identified Agent is solely for the Collateral Agent's own convenience and that no Grantor has any right, title or interest in such remittance accounts or any amounts at any time standing to the credit thereof and shall be subject to the right of the Collateral Agent therein as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject this Agreement. The Collateral Agent may apply all or any part of any proceeds of Receivables or other Collateral received by it from any source to irrevocable blocked account agreements the payment of the Secured Obligations then due and payable in such amounts and in such manner and order as set forth in Section 11 of this Agreement. The Collateral Agent need not apply or give credit for any item included in proceeds of Receivables or other Collateral until the form provided by Depository Bank has received final payment therefor at its office in cash or otherwise final solvent credits current at the site of deposit acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of such Depository Bank as such. However, if the Collateral Agent granted hereunder does permit credit to be given for any item prior to a Depository Bank receiving final payment therefor and of irrevocable instructions such Depository Bank fails to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by receive such final payment or otherwise acceptable an item is charged back to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and or any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and Depository Bank for any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agentreason, the Collateral Agent shall be entitled to make may at its election in either instance charge the amount of such notification directly to Account Debtoritem back against any such remittance accounts, together with interest thereon at the Default Rate. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds Concurrently with each transmission of any Receivablesproceeds of Receivables or other Collateral to any remittance account, such each Grantor shall receive furnish the Collateral Agent with a report in such payments form as the Collateral Agent’s trustee, and Agent shall immediately deposit all cash, checks require identifying the particular Receivable or other Collateral from which the same arises or relates. Each Grantor hereby jointly and severally indemnifies each Secured Party from and against all liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and reasonable attorneys' fees (including the allocated cost of inhouse counsel) suffered or incurred by such persons because of the maintenance of the foregoing arrangement, except for such liabilities, damages, losses, actions, claims, judgments, costs, expenses, charges and fees which result solely and directly from the gross negligence or willful misconduct of the person seeking to be indemnified. No Secured Party shall have any liability or responsibility to any Grantor for a Depository Bank accepting, any check, draft or other order for payment of money bearing the legend "payment in full" or words of similar payments related to import or constituting payments made in respect any other restrictive legend or endorsement whatsoever or be responsible for determining the correctness of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3remittance.

Collection of Receivables. (a) Each Grantor has (i) executed Unless and delivered until a Default or an Event of Default shall have occurred and be continuing and the Company shall have received written notice from the Security Trustee not to collect the Receivables, the Company shall make collection of all Receivables of the Company and may use the same to carry on its business in accordance with sound business practice and otherwise subject to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2hereof. (b) Each Grantor At any time while a Default or an Event of Default shall direct have occurred and be continuing, in the event the Security Trustee requests the Company to do so: (i) All instruments and chattel paper at any time constituting part of the Receivables of the Company (including any postdated checks) shall, upon receipt by the Company and to the extent permitted by law, be immediately endorsed to and deposited with the Security Trustee in the same form as received by the Company; and/or (ii) The Company shall, to the extent permitted by law, instruct all of its Account Debtors account debtors to forward remit all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly of the Company to Blocked Accounts subject a lockbox to Blocked Account Agreements be maintained at the main post office, Chicago, Illinois, or Lockboxes subject such other single location as the Security Trustee may reasonably designate, under the sole custody and control of the Security Trustee. (c) Except as otherwise directed by the Security Trustee, the Company shall immediately place the following legend conspicuously, on the face of each document, instrument, chattel paper and other writing evidencing the Receivables created on or after the Original Closing Date but before the Closing Date: “A SECURITY INTEREST IN THIS DOCUMENT HAS World Acceptance Corporation Amended and Restated Security Agreement, BEEN GRANTED TO ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, AS SECURITY TRUSTEE AND SECURED PARTY, PURSUANT TO THAT CERTAIN SECURITY AGREEMENT, PLEDGE AND INDENTURE OF TRUST DATED AS OF DECEMBER 1, 1992.” Except as otherwise directed by the Security Trustee, the Company shall, within ten days after the Closing Date, place the following legend conspicuously, on the face of each document, instrument, chattel paper and other writing evidencing the Receivables created on or after the Closing Date: “A SECURITY INTEREST IN THIS DOCUMENT HAS BEEN GRANTED TO ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, AS SECURITY TRUSTEE AND SECURED PARTY, PURSUANT TO A SECURITY AGREEMENT, PLEDGE AND INDENTURE OF TRUST.” At any time while a Default or an Event of Default shall have occurred and be continuing, the Security Trustee or its designee may notify the Company’s customers or account debtors at any time that Receivables of the Company have been assigned to Lockbox Agreements; provided thatthe Security Trustee or of the Security Trustee’s security interest therein and either in its own name, with respect that of the Company or both, demand, collect (including without limitation through a lockbox analogous to PHI that described in §4.3(b)(ii) hereof), receive, receipt for, ▇▇▇ for, compound and give acquittance for any Subsidiary thereofor all amounts due or to become due on such Receivables, and in the Security Trustee’s discretion file any claim or take any other action or proceeding which the Security Trustee may deem necessary or appropriate to protect and realize upon the security interest of the Security Trustee in such Receivables. (d) In the event the Security Trustee has exercised any or all of its rights under §§4.3(b) or (c) hereof, the Security Trustee may, at any time while a Default or an Event of Default shall have occurred and be continuing, cause all instruments, chattel paper, moneys or other proceeds received by the Security Trustee to be deposited, handled and administered in and through a remittance account. If a Default or an Event of Default has occurred and is continuing to the knowledge of the Security Trustee, all of such payments shall, unless otherwise consented to amounts received by the Collateral Agent, continue to be paid through the Remittance Processor Security Trustee pursuant to the Remittance Processing Agreement. Neither PHI nor Granting Clauses hereof and all amounts held in any Subsidiary thereof remittance account referred to above in this paragraph shall amend or terminate be held by the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth Security Trustee for application in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made manner provided for in §7 in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with proceeds and avails of the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3Collateral.

Collection of Receivables. (a) Each Grantor Borrower shall have the right to collect all Receivables, unless and until a Default or an Event of Default has (i) executed occurred*. Borrower shall hold all payments on, and delivered proceeds of, Receivables in trust for Silicon, and Borrower shall immediately deliver all such payments and proceeds to Silicon in their original form, duly endorsed in blank, to be applied to the Obligations in such order as Silicon shall determine**. Silicon may, in its discretion, require that all proceeds of Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (by Borrower into a “Collateral Deposit Account”)lockbox account, which Collateral Deposit Accounts are identified or such other "blocked account" as such on Exhibit BSilicon may specify, (ii) established pursuant to a blocked account service (agreement in such form as Silicon may specify. *** Silicon or its designee may, at any time, notify Account Debtors that the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and Receivables have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions assigned to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit BSilicon. *AND IS CONTINUING **AND IF AT ANY TIME SILICON IS HOLDING FUNDS IN EXCESS OF THE OBLIGATIONS AND NO EVENT OF DEFAULT OR EVENT WHICH, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”)WITH NOTICE OR PASSAGE OF TIME OR BOTH, WOULD CONSTITUTE AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT, HAS OCCURRED AND IS CONTINUING, THEN SILICON WILL RELEASE SUCH EXCESS FUNDS TO BORROWER. Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement***NOTWITHSTANDING THE FOREGOING, as applicableBORROWER SHALL HAVE THE RIGHT TO MAINTAIN COMMERCIALLY REASONABLE AMOUNTS OF CASH IN FOREIGN CURRENCIES TO SUPPORT ITS FOREIGN OPERATIONS, include such agreements as amended. After the Effective DatePROVIDED THE SAME REPRESENT THE PROCEEDS OF FOREIGN RECEIVABLES WHICH ARE PAYABLE IN FOREIGN CURRENCIES, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cashAND PROVIDED NO EVENT OF DEFAULT AND NO EVENT WHICH, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided thatWITH NOTICE OR PASSAGE OF TIME OR BOTH, with respect to PHI and any Subsidiary thereofWOULD CONSTITUTE AN EVENT OF DEFAULT, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.HAS OCCURRED AND IS CONTINUING

Collection of Receivables. (a) Each Grantor has The Seller and the Purchaser each hereby acknowledges and agrees that (i) executed the Collateral Trustee has the exclusive ownership, dominion and delivered control of any and all Lock-Boxes and Lock-Box Accounts, other than any Lock-Box and/or Lock-Box Account into which only Collections with respect to one particular Series are deposited (any such Series-specific Lock-Box and Lock-Box Account being a "Series Specific Lock-Box" and "Series Specific Lock-Box Account", respectively) and (ii) the Trustee has the exclusive ownership and control of each Series Specific Lock-Box and Series Specific Lock-Box Account and in either case, the Seller hereby agrees to take any further action necessary or that the Trustee, the Collateral Trustee, the Agent or the Purchaser may reasonably request to evidence and/or effect such ownership and control. Unless instructed otherwise by the Collateral Trustee or the Trustee, as applicable, pursuant to either such Person's authority under the Intercreditor Agreement and the Pooling and Servicing Agreement, each Lock-Box Bank shall be instructed to remit, on a daily basis, via overnight or same day transfer, all amounts deposited in its Lock-Box Accounts to the Collateral Agent Deposit Master Collection Account Control Agreements in accordance with the terms of a Lock-Box Notice substantially in the form of Exhibit B to the Pooling and Servicing Agreement. The Master Servicer (or any successor Master Servicer (including the Back-Up Servicer) appointed for any such Master Servicer) and the Seller, pursuant to each Deposit Daily Report shall advise the Purchaser daily of the amount of Collections received into the Master Collection Account maintained by on such Grantor into which all day with respect to the Receivables and the allocations thereof as among the Series, the Split Payments, and the Revolving Credit Facility. If the Seller or its agents or representatives shall at any time receive any cash, checks or other similar payments relating to or instruments constituting payments made Collections, such recipient shall segregate such payment and hold such payment in respect of Receivables will be deposited (trust for and in a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise manner acceptable to the Collateral Agent Purchaser and have been accompanied by an acknowledgment by shall, promptly upon receipt (and in any event within one Business Day following receipt), remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to a Lock-Box Account or Series Specific Lock-Box Account, as the bank where case may be, or the Blocked Account is located Master Collection Account. The Seller hereby authorizes the Purchaser (and its designees and assigns), and gives each of the Lien Purchaser, such designees and/or such assigns its irrevocable power of attorney, with full power of substitution, which authorization shall be coupled with an interest, to take any and all steps in the Seller's name and on behalf of the Collateral Agent granted hereunder and Seller, which steps are necessary or desirable, in the reasonable determination of irrevocable instructions the Purchaser, such designees and/or such assigns, to wire collect all amounts collected therein to due under the Collection Account (a “Blocked Account Agreement”) Purchased Assets, including, without limitation, endorsing the Seller's name on checks and (iii) established lockbox service (other instruments representing Collections and enforcing such Receivables and the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2related Settlement Purchase Agreements. (b) Each Grantor shall direct all The Purchaser shall, following notification that collections of its Account Debtors to forward all cash, checks any receivable or other similar payments relating intangible owed to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary the Seller thereof, which is not a Purchased Asset, have been deposited into the Lock-Box Accounts or Series Specific Lock-Box Accounts, as the case may be, segregate all of such payments shallcollections and, unless otherwise consented after such misapplied collections have been reasonably identified to the Purchaser, the Purchaser shall turn over to the Seller, as applicable, all such collections less all reasonable and appropriate out-of-pocket costs and expenses, if any, incurred by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth Purchaser in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent collecting such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3receivables.

Collection of Receivables. Notwithstanding Section 3.3(b)(iv), the Collateral Trustee shall have the right, at any time following the occurrence and during the continuation of an Event of Default, to do any one or more of the following: (aA) Each notify, or require any Grantor has to notify, any Account Debtor of the Collateral Trustee’s security interest in the Receivables and any Supporting Obligation; (iB) executed and delivered direct the Account Debtors under any Receivables to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent Deposit Trustee; (C) notify, or require any Grantor to notify, each Person maintaining a lockbox or similar arrangement to which Account Control Agreements for each Deposit Account maintained by Debtors under any Receivables have been directed to make payment to remit all amounts representing collections on checks and other payment items from time to time sent to or deposited in such Grantor into which all cash, checks lockbox or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable arrangement directly to the Collateral Agent Trustee; and (D) enforce, at the expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of done. If the Collateral Agent granted hereunder and of irrevocable instructions Trustee notifies any Grantor that it has elected to wire all amounts collected therein to collect the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) Receivables in accordance with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without any payments of Receivables received by such Grantor shall be promptly (and in any event within two (2) Business Days) deposited by such Grantor in the prior written consent exact form received, duly indorsed by such Grantor to the Collateral Trustee if required, in a collateral account maintained under the sole dominion and control of the Collateral Agent. The Trustee, and until so turned over, all amounts and proceeds (including checks and other instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Agent Support shall have sole access to be received in trust for the Blocked Accounts benefit of the Collateral Trustee hereunder and the Lockboxes at all times shall be segregated from other funds of such Grantor and each such Grantor shall take all actions necessary to grant not adjust, settle or compromise the amount or payment of any Receivable, or release wholly or partly any Account Debtor or obligor thereof, or allow any credit or discount thereon without Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral AgentTrustee’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has (i) executed and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro P▇▇▇▇ with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each On or before the Closing Date, the Grantor has shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such the Grantor (other than Excluded Deposit Accounts) into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables (other than such amounts as are permitted to be deposited into Excluded Deposit Accounts) will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in lock boxes shall, upon notice from the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit Bduring any Dominion Trigger Period, which lockboxes are be subject to irrevocable lockbox agreements in the form provided by or otherwise reasonably acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by such Person the bank where the Lockbox Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions instructions, upon notice from the Administrative Agent during any Dominion Trigger Period, to wire all amounts collected therein to the Canadian Collection Account (a “Lockbox Lock Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each the Grantor will comply with the terms of Section 7.2. (b) Each The Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that. Upon notice from the Administrative Agent during any Dominion Trigger Period, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each the Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time time, after notice from the Administrative Agent during any Dominion Trigger Period, shall any the Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any the Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any the Grantor receives any Proceeds proceeds of any Receivables, such the Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All Upon notice from the Administrative Agent during any Dominion Trigger Period, all funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro the Grantor with the Collateral Administrative Agent (the each such account, a “Canadian Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Canadian Collection Account Accounts as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each On or before the time specified in Section 5.20 of the Credit Agreement, each Grantor has shall (i) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than Excluded Accounts and, subject to Section 5.4 hereof, Specified Collection Accounts) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit BSchedule 7.5, and (ii) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit Bon Schedule 7.5, which blocked accounts are Lock Boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (each, a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.25.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Lock Box Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the a Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral AgentDeposit Account. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Lock Box Agreement or a Lockbox subject to a Lockbox Agreement Collateral Deposit Account after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding whether an Event of Default has occurred and is continuing, be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro the Grantors with the Collateral Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply release funds received into the Collection Account as provided by the terms of Section 7.35.3.

Collection of Receivables. (a) Each Grantor has (i) executed In order to protect the ownership by Purchaser of all Accounts Receivable and delivered to facilitate the receipt by Purchaser of the proceeds of the Accounts Receivable from time to time as requested by Purchaser, Sellers shall send notices to the Collateral Agent account debtors on the Accounts Receivables in the form or forms specified by Purchaser (and reasonably acceptable to Sellers’ counsel) directing the account debtors to make payments on such Accounts Receivables to such location or locations as are specified in the notices. Sellers agree to cause each financial institution that maintains any Deposit Account Control Agreements for each Deposit Account (hereafter defined) to have its records reflect that only those Persons designated by Purchaser are authorized to make withdrawals or otherwise transfer funds from any depository account maintained by such Grantor into any Seller at any financial institution to which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Payments”) on any Accounts Receivable are credited (“Deposit Account”), which Collateral whether such Payments are made by check or other instrument payable to any Seller (each a “Check Payment”) that are delivered to a lockbox or Deposit Account or by a funds transfer within the meaning of Article 4A of the Texas Uniform Commercial Code (“Funds Transfer”); and such financial institutions are irrevocably authorized to transfer funds from such Deposit Accounts are identified as pursuant to the instructions of such on Exhibit B, (ii) established blocked account service (designees. Any financial institution receiving any Check Payment through lockbox or otherwise may endorse the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements Check Payment in the form provided name of the relevant Seller that is the payee in blank or to Purchaser immediately upon receipt and, without crediting such Check Payment to any account of any Seller, deposit such Check Payment in an account maintained by or otherwise acceptable Purchaser. Any financial institution receiving a Funds Transfer may, to the Collateral Agent and have been accompanied extent not prohibited by law, credit such Funds Transfer to an acknowledgment account maintained by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein Purchaser rather than to the Collection Deposit Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements specified in the form provided by or otherwise acceptable payment order related to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”)Funds Transfer. Each of the agreements referred to in this Section 7.1 Sellers agree (a) remains that so long as any of them holds or is deemed to hold any proceeds of such Accounts Receivable, such proceeds shall be held in effect as trust for Purchaser and shall not be commingled with any property of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security AgreementSeller, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor to deliver to Purchaser or such other Person as may be specified by Purchaser such proceeds promptly upon demand by Purchaser, and (c) to notify each financial institution that may receive any such proceeds for credit to any Deposit Account that no Seller claims any interest therein and that all such proceeds are the exclusive property of Purchaser. To the extent any Deposit Account is the “pay to” account designated as such with any payor of any Accounts Receivable, Sellers shall direct keep each such Deposit Account open and in existence until the expiration of two hundred seventy (270) days after the Effective Time or such earlier date as is approved by Purchaser in writing, and shall take no action to change such “pay to” account designation except as directed in writing by Purchaser. Effective from and after the Effective Time, Purchaser has the right to attempt to collect, at no cost to Sellers but in Sellers’ names if Purchaser deems appropriate, all of its Account Debtors Accounts Receivable, and, to forward all cash, checks or other similar payments relating the extent necessary to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, effect collection Sellers appoint Purchaser as Sellers’ exclusive collection agent with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account.”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each On or before the date that is ninety days after the Effective Date (or such longer period as agreed to by the Administrative Agent in its sole discretion), each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than Excluded Accounts and Excluded Deposit and Securities Accounts) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are Lock Boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (each, a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Commencing on the date that is ninety days after the Effective Date (or such longer period as agreed to by the Administrative Agent in its sole discretion), each Grantor shall direct all of its Account Debtors to forward all cashpayments directly, checks or other similar the Grantors shall forward such payments relating directly, to Lock Boxes subject to Lock Box Agreements or constituting payments made in respect of Receivables directly to Blocked Collateral Deposit Accounts subject to Blocked Deposit Account Agreements or Lockboxes subject to Lockbox Control Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time commencing ninety days after the Effective Date shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly directly, or the Grantors shall not forward such payments directly, to a Blocked Lock Box subject to a Lock Box Agreement or a Collateral Deposit Account subject to a Blocked Deposit Account Agreement or a Lockbox subject to a Lockbox Control Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, Until such time as any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to any Grantor are deposited into a Collateral Deposit Account, each Grantor shall hold such proceeds of the Receivables as the Administrative Agent’s trustee. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro such Grantor with the Collateral Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account Accounts as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has (i) executed Following the occurrence of any Event of Default and delivered for so long as such Event of Default remains uncured, upon demand of the Majority Banks, Borrower and each Subsidiary shall deposit or cause to be deposited, all checks, drafts, cash, and other remittances received in payment of services rendered or inventory sold or in payment or on account of its accounts, immediately upon receipt thereof with Agent in one or more special "lockboxed" bank accounts maintained with Agent, over which the Majority Banks alone have power of withdrawal. The funds in said special bank accounts shall, to the Collateral maximum extent allowed by applicable law, be held by the Banks as security for all loans made hereunder and all other Obligations of Borrower to the Banks secured hereby. Said proceeds shall be deposited in precisely the form received, except for the endorsement of Borrower and each Subsidiary where necessary to permit collection, which endorsement Borrower and each Subsidiary agree to make and which Agent Deposit Account Control Agreements for also hereby is irrevocably authorized to make on their behalf. Pending such deposit, Borrower and each Deposit Account maintained by Subsidiary agree that they will not commingle any such Grantor into which all checks, drafts, cash, checks and other remittances with any of their funds or other similar payments relating to or constituting payments property, but will hold them separate and apart therefrom and upon an express trust for the Banks until deposit thereof is made in respect the said special bank account. At least twice weekly, Agent will apply the whole or any part, as the Majority Banks deem appropriate, of Receivables the collected funds on deposit in the said special bank accounts against the principal and/or interest of any loans made hereunder and/or on Borrower's other Obligations secured hereby, the order and method of such application to be in the discretion of the Majority Banks. Any portion of said funds on deposit in the special bank account that the Majority Banks elect not to apply will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject paid over by Agent to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2Borrower. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has Unless otherwise agreed between Borrower or such Guarantor and Lender and except as otherwise allowed by Section 7.1(d), Borrower and each -------------- Guarantor will cause all moneys, checks, notes, drafts and other collections and proceeds of Receivables to be forwarded to a Blocked Collection Account. Upon written notice by Lender upon the occurrence of a Materially Adverse Effect or at any time when an Event of Default is in existence, Borrower and each Guarantor will cause all moneys, checks, notes, drafts and other collections and proceeds of Receivables to be forwarded to a Lockbox for deposit to an Agency Account and will instruct each Account Debtor to address all remittances in payment of Receivables to a specified Lockbox and stamp all invoices evidencing Receivables with a legend stating that payment thereon is to be made to Borrower or such Guarantor, as applicable, at such specified Lockbox. (ib) executed All moneys, checks, notes, drafts and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect proceeds of Receivables will Receivables, or of any other Collateral, at any time coming into Borrower's or any Guarantor's possession or control shall be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements an express trust in favor of Lender and promptly deposited to an Agency Account or the form provided by Teller Account or otherwise acceptable delivered directly to Lender for deposit to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2Teller Account. (bc) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant All deposits to the Remittance Processing AgreementBlocked Collection Account shall be transferred daily for deposit to the Teller Account. Neither PHI nor any Subsidiary thereof All deposits to each Agency Account shall amend or terminate be transmitted to Lender for deposit to the Remittance Processing Agreement or instruct any of its Teller Account Debtors to make payments to any Person other than as in accordance with the procedures set forth in the preceding sentenceapplicable Agency Account Agreement. (d) At Borrower's or any Guarantor's option, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent Borrower or such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify Guarantor may allow any Account Debtor to forward payments make payment on any Receivables by deposit directly to a Blocked the Teller Account, for the account of Borrower, by wire or electronic transfer or other immediately available cash equivalent, with contemporaneous notice thereof to Lender. (e) All deposits to the Teller Account shall be applied in payment of the Secured Obligations pursuant to Section 2.3(c), as follows: -------------- (i) All checks, drafts and similar non-cash items deposited to the Teller Account shall be deemed subject to a collection period of two (2) Business Days prior to application to the Secured Obligations, at which time credit shall be provisional unless and until such items are actually collected, provided, that for the sole purpose of -------- calculating the amount that may be borrowed and remain outstanding from time to time under the Revolving Credit Facility, such items shall be assumed to be applied in reduction of the Secured Obligations as of the Business Day of deposit thereof to the Teller Account. (ii) All deposits to the Teller Account consisting of cash, wire or electronic transfers or other immediately available cash equivalents transferred from an Agency account as contemplated by Section 7.1(c) shall be deemed received and applied to the Secured -------------- Obligations as of the Business Day of deposit thereof to the Teller Account. Any and all other deposits consisting of cash, wire or electronic transfers or other immediately available cash equivalents (including any such deposits received directly from an Account Debtor as provided in Section 7.1(d)), shall be deemed received and applied -------------- as of the later of the Business Day of deposit thereof to the Teller Account or notification of such deposit to Lender by Borrower, such Guarantor, or such Account Debtor. (f) Any excess of amounts available for application to the Secured Obligations under Section 7.1(b), Section 7.1(c) or Section 7.1(d) at any -------------- ------------- -------------- time existing shall be held by Lender in a segregated cash collateral account designated by Lender, as continuing security for the Secured Obligations or, upon request by Borrower or any Guarantor during any time when no Default or Event of Default is in existence, deposited to the Controlled Disbursement Account. (g) Neither Borrower nor any Guarantor will use, dispose, withhold or otherwise exercise dominion over any proceeds of Receivables. Borrower and each Guarantor agrees that it will not commingle proceeds of Receivables with any other funds, and that no deposits will be made to the Blocked Collection Account Agreement or a Lockbox any Agency Account other than collections and proceeds of Receivables or proceeds of other Collateral. All amounts from time to time deposited to the Blocked Collection Account or any Agency Account shall remain subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Lender's security interests under this Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each On or before the Closing Date, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Agent Lender Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are Lock Boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent Lender and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Agent Lender granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (each, a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent Lender shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent Lender such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral AgentLender’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after notice from the Collateral AgentLender, the Collateral Agent Lender shall be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral AgentLender’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro such Grantor with the Collateral Agent Lender (the “Collection Account”). The Collateral Agent Lender shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each On or before February 13, 2009, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor at an institution other than the Administrative Agent into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are lock boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after written notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b), be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro such Grantor with the Collateral Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. Subject to Section 2.10(a)(i): ------------------------- ------------------ (a) Each Grantor to expedite collection of Receivables of Grantors, Grantors shall, promptly upon the request of Beneficiaries (and subject to the rights of the Senior Debtholders under the Credit Agreement and the other Loan Documents), collect any cash receipts, checks, and other items of payment that it receives on account of the Receivables for deposit into lockboxes or blocked accounts (the "Blocked Accounts") designated by Beneficiaries. All remittances received ---------------- by Grantors shall be held in trust for Beneficiaries and Grantors will immediately deposit such collections in the Blocked Accounts or, if requested by Beneficiaries, deliver to Beneficiaries said collections in the same form as received (but with any endorsements of Grantors necessary for deposit or collection); (b) Beneficiaries shall have the right to take any and all of the actions set forth in paragraph (c) of this Section 2.4, at any time, without ------------- ----------- notice to Grantors, if (1) there then exists an Event of Default; (2) in Beneficiaries' good faith judgment, based upon credible evidence, Beneficiaries believe that: (A) the Blocked Accounts are being circumvented or other circumstances exist which threaten Beneficiaries' ability to maintain its dominion over cash, (B) the proceeds of Beneficiaries' Collateral are being diverted from it, or (C) the Grantors' properties or assets are otherwise being misappropriated; or (3) in Beneficiaries' reasonable judgment, based upon credible evidence, there has occurred a material impairment of the prospect of repayment of Grantors' obligations or a material impairment of the validity, priority, or enforceability of Beneficiaries' Security Interest in the Collateral; Beneficiaries shall additionally have all rights of stoppage in transit, replevin, reclamation and other rights of an unpaid seller and/or lienor under the Uniform Commercial Code. All amounts received by Beneficiaries in payment of Receivables assigned to any of them, including without limitation, all amounts wired to Beneficiaries' respective accounts from the Blocked Accounts in accordance with Beneficiaries' instructions, will be credited to the account of Grantors, for purposes of interest calculations, on the date of receipt of good funds by Beneficiaries; and (c) At the times and upon the occurrence of the events described in paragraph (b) of this Section 2.4, Beneficiaries or Beneficiaries' designee may: ------------- ----------- (i) executed and delivered notify customers or account debtors of any Grantor that the accounts or Receivables have been assigned to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks Beneficiaries or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (that Beneficiaries have a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, security interest therein; (ii) established blocked account service (collect Receivables directly in their own name and charge the “Blocked Accounts”) with the bank(s) set forth in Exhibit Bcollection costs and expenses, which blocked accounts are subject including reasonable attorneys' fees, to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) Grantors, and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) receive, open and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located dispose of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments mail addressed to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3Grantor.

Collection of Receivables. (a) Each On or before the date that is 60 days following the Effective Date (or such later date as the Administrative Agent shall agree in its sole discretion), each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than an Excluded Account) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are lock boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection any other Controlled Deposit Account (a “Lockbox Lock Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each As soon as the applicable Lock Box Agreements or Deposit Account Control Agreements have been established in accordance with Section 7.1(a), each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Lock Box Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and Collateral Deposit Accounts. At all times during any Subsidiary thereof, all of such payments shall, unless otherwise consented to by Cash Dominion Period the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Lock Boxes and Collateral Deposit Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time during a Cash Dominion Period shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Lock Box Agreement or a Lockbox subject to a Lockbox Agreement Collateral Deposit Account after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b), be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any ReceivablesReceivables during any Cash Dominion Period, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately promptly deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to in a Collateral Deposit Account. All During any Cash Dominion Period, all funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro the Company with the Collateral Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has (i) executed Borrower will cause all monies, checks, notes, drafts and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect proceeds of Receivables and of any other Collateral to be forwarded to the Agent at the Agent's Office on a daily basis for application in accordance with Section 8.1(b) below. From and aRer the occurrence of a Default or Event of Default, at the request of the Required Lenders, each Borrower will promptly cause aH monies, checks, notes, drafts and other payments relating to or constituting proceeds of Receivables and of any other Collateral to be deposited forwarded to a Lockbox, for deposit in an Agency Account in accordance with the procedures set out in the corresponding Agency Account Agreement. In particular, each Borrower will in such a case: (i) advise each Account Debtor on trade accounts receivable to address all remittances with respect to amounts payable on account thereof to a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, specified Lockbox, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit Badvise each other Account Debtor that makes payment to such Borrower by wire transfer, which blocked accounts are subject automated clearinghouse transfer or similar means to irrevocable blocked account agreements in the form provided by or otherwise acceptable make payment directly to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and Agency Account, and (iii) established lockbox service (the “Lock Boxes”) stamp all invoices relating to trade accounts receivable with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable a legend satisfactory to the Collateral Agent and have been accompanied by an acknowledgment by indicating that payment is to be made to such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (Borrower via a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2.specified Lockbox (b) Each Grantor Borrower and the Agent shall direct cause all of its Account Debtors receipts to forward be delivered daily and all cashcollected balances in Agency Accounts to be transmitted daily by wire transfer, checks depository transfer check or other similar payments relating to or constituting payments made means in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, accordance with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as procedures set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked corresponding Agency Account Agreement, a Lockbox subject to the Agent at the Agent's Office: (i) for application, on account of the Secured Obligations, as provided in Sections 2.3(c), 12.2, and 12.3, such credits to be entered as of the day they are received if they are received Prior to 1:30 p.m. and to be conditioned upon final payment in cash or solvent credits of the items giving rise to them, and-provided that, notwithstanding the entry of such credits on the day they are received, interest on the Secured Obligations shall be calculated as if such credits had been received the Business Day next succeeding the Business Day on which such credits are actually received, and (ii) with respect to the balance, so long as no Default or Event of Default has occurred and is continuing, for transfer by wire transfer or depository transfer check to a Lockbox Agreement Controlled Disbursement Account. (c) Any monies, checks, notes, drafts or other payments referred to in subsection (a) of this Section 8.1 which are received by or on behalf of a Borrower will be held in trust for the Agent and will be delivered to the Agent or a Collateral Deposit Clearing Bank, as promptly as possible, in the exact form received, together with any necessary endorsements for application by the Agent directly to the Secured Obligations or, if applicable, for deposit in the Agency Account will be swept on maintained with a daily basis into a collection account maintained by Petro Clearing Bank and processing in accordance with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3the corresponding Agency Account Agreement.

Collection of Receivables. (a) Each Grantor has (i) executed From and delivered after the Closing Date, the Surviving Corporation shall use its commercially reasonable efforts to collect the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made accounts and notes receivable and work in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service process reflected in the Closing Date Net Working Capital Statement (the “Blocked AccountsReceivables”) in accordance with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements billing and collection practices presently applied by the Company in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all collection of its Account Debtors to forward all cashaccounts and notes receivable, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, except that with respect to PHI and any Subsidiary thereofparticular Receivable, all of such payments shallthe Surviving Corporation may make any adjustment, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend concession or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth settlement which in the preceding sentencegood faith judgment of the Company CEO is commercially reasonable, except that the Surviving Corporation shall not commence litigation to effect collection without the prior written consent of Parent, which shall not be unreasonably withheld or delayed. In connection with the Collateral Agent. The Collateral Agent collections by the Surviving Corporation, if a payment is received from an account debtor who has not designated the invoice being paid thereby, such payment shall have sole access be applied to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary earliest invoice outstanding with respect to grant the Collateral Agent indebtedness of such sole access. At no time shall any Grantor remove any item from a Blocked Accountaccount debtor, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account except for those invoices which are subject to a Blocked Account Agreement dispute to the extent of such dispute. (b) Parent shall, on or before twenty (20) days after the beginning of each calendar month commencing with the second complete calendar month following the Closing Date, deliver to the Securityholder Representative a Lockbox subject to a Lockbox Agreement after notice written report of the aggregate amount of the Receivables and the aggregate amount of cash collections of the Receivables during the period from the Collateral AgentClosing Date through the date of such report. (c) After giving effect to all adjustments, concessions and settlements made and collection fees incurred, (i) if the Collateral Agent shall be entitled Surviving Corporation has not collected, within one hundred eighty (180) days after the Closing Date, an amount equal to make the excess of the Receivables over the allowance for doubtful accounts shown on the Closing Date Net Working Capital Schedule (such notification directly excess being referred to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments herein as the Collateral Agent’s trustee“Net Amount of Receivables”), and then the Securityholder Representative shall immediately deposit all cashpay to the Surviving Corporation (first from the Advance Amount and, checks or other similar payments related if such payment is greater than the Advance Amount, from Securityholders) an amount equal to or constituting payments made (x) the Net Amount of Receivables minus (y) the amount collected in cash (after giving effect to the items set forth above by the Surviving Corporation during such 180-day period in respect of the Receivables, and (ii) if the Surviving Corporation has collected, within one hundred eighty (180) days after the Closing Date, an amount in excess of the Net Amount of Receivables received (such excess being referred to herein as the “Excess Receivables Amount”), then Parent shall (A) deposit with the Escrow Agent to then pay to each Securityholder holding Company Common Stock immediately prior to the Effective Time, an amount equal to such Securityholder’s Securityholder Percentage of the Excess Receivables Amount, and (B) pay to the Surviving Corporation, for further distribution, net of applicable withholding Tax, to each Securityholder holding Company Options immediately prior to the Effective Time, an amount equal to such Securityholder’s Securityholder Percentage of the Excess Receivables Amount; provided that the aggregate deposited or amount so paid pursuant to this clause (ii) shall not exceed $225,000. Promptly after any payment pursuant to clause (i) of this Section 7.4(c), the Surviving Corporation shall assign to the Securityholder Representative the right to collect any Receivables which were not so collected by the Surviving Corporation. (d) If, after the Closing Date, any Key Securityholder shall receive any remittance from any account debtors with respect to the Receivables (other than with respect to Receivables assigned to the Securityholder Representative under Section 7.4(c)), such Key Securityholder shall endorse such remittance to the order of the Surviving Corporation and forward it to a Collateral Deposit Account. All funds deposited into the Surviving Corporation promptly following receipt thereof, and any Blocked Account subject such amounts shall be deemed to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided have been collected by the terms Surviving Corporation for purposes of this Section 7.37.4. If the Surviving Corporation assigns any Receivable to the Securityholder Representative pursuant to Section 7.4(c) and thereafter the Surviving Corporation shall receive any remittance for any account debtors with respect to such assigned Receivable, the Surviving Corporation shall endorse such remittance to the order of the Securityholder Representative and forward it to the Securityholder Representative following receipt thereof.

Collection of Receivables. (a) Each Grantor has (i) executed Borrower will cause all moneys, checks, notes, drafts and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made proceeds of Receivables, or of any other Collateral, to be forwarded to a Lockbox for deposit in an Agency Account in accordance with the procedures set out in the corresponding Agency Account Agreement, and in particular each Borrower will: (i) advise each Account Debtor to address all remittances with respect to amounts payable on account of any Receivables will be deposited (to a “Collateral Deposit Account”)specified Lockbox, which Collateral Deposit Accounts are identified as such on Exhibit B, and (ii) established blocked account service (the “Blocked Accounts”) stamp all invoices relating to any such amounts with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable a legend satisfactory to the Collateral Administrative Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account indicating that payment is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein be made to the Collection Account (such Borrower via a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2specified Lockbox. (b) Each Grantor Borrower and the Administrative Agent shall direct cause all of its collected balances in each Agency Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through transmitted daily by wire transfer or depository transfer check in accordance with the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as procedures set forth in the preceding sentencecorresponding Agency Account Agreement to the Administrative Agent at the Agent's Office, (i) for application, without the prior written consent on account of the Collateral Agent. The Collateral Agent Secured Obligations, as provided in Section 2.3(c), 12.2 and 12.3, such credits to be entered upon receipt thereof and to be conditioned upon final payment in cash or solvent credits of the items giving rise to them (provided, however, that for the purposes of determining the outstanding principal amount of Secured Obligations from time to time, among other things, in order to determine Availability, such credits shall have sole access be deemed entered on the day of receipt thereof), and (ii) with respect to any balance remaining after such application, so long as no Default or Event of Default has occurred and is continuing, for transfer to the Blocked Accounts Controlled Disbursement Account or such other account of the Borrowers as the Borrowers and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor remove any item from a Blocked Accountmay agree. (c) Any moneys, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agentchecks, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructionsnotes, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks drafts or other similar payments related referred to or constituting payments made in respect subsection (a) of Receivables this Section 8.1 which are received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account on behalf of the Borrowers will be swept on a daily basis into a collection account maintained by Petro with held in trust for the Collateral Administrative Agent (and will be delivered to the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.at

Collection of Receivables. (a) Each Except as otherwise provided in this Security Agreement, such Grantor has will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it. At any time following the occurrence and during the continuation of an Event of Default, Lender may: (i) executed notify, or require any Grantor to notify, any Account Debtor of the Lender’s security interest in the Receivables and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, any Supporting Obligation; (ii) established blocked account service (direct the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject Account Debtors under any Receivables to irrevocable blocked account agreements in the form provided by make payment of all amounts due or otherwise acceptable to become due to such Grantor thereunder directly to the Collateral Agent and Lender (or its agent); (ii) notify, or require any Grantor to notify, each Person to which Account Debtors under any Receivables have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions directed to wire make payment to remit all amounts collected therein representing collections on checks and other payment items from time to time directly to the Collection Account (a “Blocked Account Agreement”) Lender; and (iii) established lockbox service (enforce, at the “Lock Boxes”) with expense of such Grantor, collection of any such Receivables and to adjust, settle or compromise the bank(s) and Persons set forth in Exhibit Bamount or payment thereof, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable same manner and to the Collateral Agent and same extent as such Grantor might have been accompanied by an acknowledgment by done. Upon Lender’s notification to such Person where Grantor that the Lockbox is located of Lender has elected to collect the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to Receivables in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply accordance with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it such Grantor shall be forthwith (and in any event within two (2) Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to a Lender, and until so turned over, all amounts and proceeds (including checks and other Instruments) received by such Grantor in respect of the Receivables, any Supporting Obligation or Collateral Deposit Account. All Support shall be received in trust for the benefit of Lender hereunder and shall be segregated from other funds deposited into of such Grantor and such Grantor shall not adjust, settle or compromise the amount or payment of any Blocked Receivable, or release wholly or partly any Account subject to a Blocked Account AgreementDebtor or obligor thereof, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3allow any credit or discount thereon.

Collection of Receivables. (a) Each Within 30 days after the Closing Date, each Grantor has shall (ia) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (iib) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are lock boxes shall be subject to irrevocable blocked account “springing” control agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.28.2. (b) Each Upon the occurrence of an Event of Default or Liquidity Event, (i) each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by (ii) the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If (iii) if any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall be entitled to make such notification directly to Account Debtor. If , (iv) if notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All , (v) all funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro the Borrower with the Collateral Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.38.3 and subject to the Intercreditor Agreement. Anything in this Section 8.1(b) or elsewhere in this Agreement or in any other Loan Document to the contrary notwithstanding, the Administrative Agent agrees that it will not exercise any of its rights under this Section 8.1(b) or deliver a notice of control or similar instructions to any banking institution holding a Collateral Deposit Account or Lock Box unless an Event of Default or Liquidity Event shall have occurred and be continuing.

Collection of Receivables. Subject to the terms, conditions and provisions of the Intercreditor Agreement: (a) Each On or before the Effective Date, each Grantor has shall (i) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than Excluded Deposit Accounts) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts (as of the Effective Date) are identified as such on Exhibit B, and (ii) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are lock boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of (1) to the extent requested by the Administrative Agent, the Lien of the Collateral Administrative Agent granted hereunder and of (2) irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant . Subject to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentenceterms, without the prior written consent conditions and provisions of the Collateral Agent. The Collateral Intercreditor Agreement, the Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to promptly notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after written notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b) be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro the Company with the Collateral Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3. (c) Notwithstanding anything to the contrary contained herein, in no event shall the Grantors be required to deposits any amounts received in respect of the Notes Priority Collateral in any Collateral Deposit Account or Collection Account or otherwise direct such amounts or proceeds to a Lockbox if delivered to a collateral account pledged to the Notes Agent.

Collection of Receivables. (a) Each On or before the Closing Date, each Grantor has shall (i) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (each, a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, and (ii) established blocked account establish lock box service (the “Blocked AccountsLock Boxes”) with the bank(s) set forth in Exhibit B, which blocked accounts are Lock Boxes shall be subject to irrevocable blocked account lockbox agreements in the form provided by or otherwise acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by the bank where the Blocked Account Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (each, a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Box Agreement”). Each of , provided, that, if any such Collateral Deposit Account or Lock Box is maintained with the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Administrative Agent, a Deposit Account Control Agreement or Existing Security Agreementlockbox agreement, as applicable, include such agreements as amendedwill be required with respect thereto only upon request by Administrative Agent. After the Effective Closing Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts Lock Boxes subject to Blocked Account Agreements or Lockboxes subject to Lockbox Lock Box Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Administrative Agent shall have sole access to the Blocked Accounts and the Lockboxes Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Collateral Administrative Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Lock Box Agreement after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b) be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro such Grantor with the Collateral Administrative Agent (the “Collection Account”). The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

Collection of Receivables. (a) Each Grantor has (i) executed The Borrower will cause all monies, checks, notes, drafts and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting proceeds of trade accounts receivable to be forwarded to a Lockbox for deposit in an Agency Account in accordance with the procedures set out in the corresponding Agency Account Agreement. The Borrower will promptly cause all monies, checks, notes, drafts and other payments made relating to or constituting proceeds of other Receivables, of any other Collateral and of any trade accounts receivable that are not forwarded to a Lockbox, to be transferred to or deposited in an Agency Account or in a collection account maintained with the Agent. In particular, the Borrower will: (i) advise each Account Debtor on trade accounts receivable to address all remittances with respect of Receivables will be deposited to amounts payable on account thereof to a specified Lockbox (a “Collateral Deposit Account”if applicable), which Collateral Deposit Accounts are identified as such on Exhibit B, , (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable advise each other Account Debtor that makes payment to the Collateral Agent and have been accompanied Borrower by wire transfer, automated clearinghouse ("ACH") transfer or similar means to make payment directly to an acknowledgment by the bank where the Blocked Agency Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and or such collection account, and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth include in Exhibit B, which lockboxes are subject all invoices relating to irrevocable lockbox agreements in the form provided by or otherwise acceptable trade accounts receivable information indicating that payment is to be made to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Borrower via a specified Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”if applicable). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor The Borrower and the Agent shall direct (A) cause all of its collected balances in each Agency Account Debtors to forward all cashbe transmitted daily by wire transfer, checks ACH transfer, depository transfer check or other similar payments relating to or constituting payments made means in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, accordance with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as procedures set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked corresponding Agency Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a the Agent at the Agent's Office and (B) cause all balances in any collection account maintained by Petro with the Collateral Agent Agent: (i) to be applied on the “Collection Account”). The Collateral Agent shall hold Business Day they are received in the case of wire transferred funds and apply funds on the Business Day following the Business Day they are received into in the Collection Account case of other items on account of the Secured Obligations as provided in SECTIONS 2.3(C), 11.2, and 11.3, and (ii) with respect to the balance, so long as no Default or Event of Default has occurred and is continuing, for transfer by wire transfer, ACH transfer or depository transfer check to a Controlled Disbursement Account or as the Borrower and the Agent may otherwise agree; PROVIDED that the application of any items evidencing uncollected balances at any time to the Secured Obligations shall be conditioned upon final payment in cash or solvent credits of the items giving rise to them and shall be applied to reduce the Secured Obligations, with the same economic effect to the Borrower as if uncollected balances were credited against the Secured Obligations on the next Business Day following the day of receipt by the Agent; PROVIDED, FURTHER, that wire transferred funds shall be credited on the same Business Day received. (c) Any monies, checks, notes, drafts or other payments referred to in SUBSECTION (A) of this SECTION 7.1 which, notwithstanding the terms of Section 7.3such subsection, are received by or on behalf of the Borrower will be held in trust for the Agent and will be delivered to the Agent or a Clearing Bank, as promptly as possible, in the exact form received, together with any necessary endorsements for application by the Agent directly to the Secured Obligations or, if applicable, for deposit in the Agency Account maintained with a Clearing Bank and processing in accordance with the terms of the corresponding Agency Account Agreement.

Collection of Receivables. (a) Each On or before the 30th day after the Closing Date (or such later date as agreed by the Administrative Agent in its sole discretion), each Grantor has shall (to the extent not already delivered to JPMorgan Chase Bank, N.A.) (i) executed execute and delivered deliver to the Collateral Administrative Agent Deposit Account Control Agreements for each Deposit Account (other than (x) each Deposit Account, the funds in which are used, in the ordinary course of business, solely for the payment of salaries and wages, workers’ compensation, pension benefits and similar expenses or taxes related thereto, (y) each Deposit Account used, in the ordinary course of business, solely for daily accounts payable and that has an ending daily balance of zero; provided that the aggregate balance excluded in this clause (y) shall not exceed $1,000,000 and (z) each Deposit Account used in the ordinary course of business for local store accounts (which shall comply with the provisions of Section 6.4 below)) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), all of which Collateral Deposit Accounts as of the Closing Date are identified as such on Exhibit BSchedule 10, and (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox establish lock box service (the “Lock Boxes”) with the bank(s) and Persons banks set forth in Exhibit BSchedule 10, which lockboxes are Lock Boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise reasonably acceptable to the Collateral Administrative Agent and have been shall be accompanied by an acknowledgment by such Person the bank where the Lockbox Lock Box is located of the Lien of the Collateral Administrative Agent granted hereunder and of irrevocable instructions to wire all amounts collected during any Cash Dominion Period therein to the Collection Account (a “Lockbox Lock Box Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.26.2. During any Cash Dominion Period, the Administrative Agent shall have sole access to the Lock Boxes, and each Grantor shall take all action necessary to grant the Administrative Agent such sole access. For the avoidance of doubt, the parties hereto hereby agree that so long as a Cash Dominion Period is not in effect, the applicable Grantor shall have free access to all assets in any Collateral Deposit Account or other Deposit Account or any securities account and shall be permitted to withdraw any and all such amounts without any consent from the Administrative Agent or any other Secured Party. (b) Each During any Cash Dominion Period, each Grantor shall direct all of its Account Debtors to forward all cashpayments directly to Lock Boxes subject to Lock Box Agreements or a Collateral Deposit Account. During any Cash Dominion Period, checks the Administrative Agent shall be authorized to exercise exclusive control over any Collateral Deposit Account. The Administrative Agent hereby agrees that it will not deliver a notice exercising exclusive control over a Collateral Deposit Account unless a Cash Dominion Period has commenced and is continuing and, in addition, will provide any required notices necessary to any bank or other similar payments relating to depository institution reversing any automatic wire instructions or constituting payments made in respect access limitation instructions at the end of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole accessCash Dominion Period. At no time during a Cash Dominion Period shall any Grantor remove any item from a Blocked Account, Lockbox Lock Box or from a Collateral Deposit Account without the Collateral Administrative Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account Lock Box subject to a Blocked Account Lock Box Agreement or a Lockbox subject to a Lockbox Agreement Collateral Deposit Account after notice from the Collateral Administrative Agent, the Collateral Administrative Agent shall shall, notwithstanding the language set forth in Section 6.2(b) be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructionsinstructions during any Cash Dominion Period, any Grantor receives any Proceeds proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Administrative Agent’s trustee, and shall immediately promptly deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All During any Cash Dominion Period, all funds deposited into any Blocked Account Lock Box subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Lock Box Agreement or a Collateral Deposit Account will may be swept on a daily basis into a collection account maintained by Petro the Borrower with the Collateral Administrative Agent (the “Collection Account”). During any Cash Dominion Period, with respect to any Collateral Deposit Account for which a Deposit Account Control Agreement is not in place or any Lock Boxes for which lock box service has not been established, the applicable Grantor shall direct all funds deposited in such accounts to be swept on a daily basis into the Collection Account. The Collateral Administrative Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.36.3.

Collection of Receivables. (a) Each Grantor has The Seller and the Purchaser each hereby acknowledges and agrees that (i) executed the Collateral Trustee has the exclusive ownership, dominion and delivered control of any and all Lock-Boxes and Lock-Box Accounts, other than any Lock-Box and/or Lock-Box Account into which only Collections with respect to one particular Series are deposited (any such Series-specific Lock-Box and Lock-Box Account being a "Series Specific Lock-Box" and "Series Specific Lock-Box Account", respectively) and (ii) the Trustee has the exclusive ownership and control of each Series Specific Lock-Box and Series Specific Lock-Box Account and in either case, the Seller hereby agrees to take any further action necessary or that the Trustee, the Collateral Trustee, the Agent or the Purchaser may reasonably request to evidence and/or effect such ownership and control. Unless instructed otherwise by the Collateral Trustee or the Trustee, as applicable, pursuant to either such Person's authority under the Intercreditor Agreement and the Indenture, each Lock-Box Bank shall be instructed to remit, on a daily basis, via overnight or same day transfer, all amounts deposited in its Lock-Box Accounts to the Collateral Agent Deposit Master Collection Account Control Agreements in accordance with the terms of a Lock-Box Notice substantially in the form of Exhibit B to the Indenture. The Master Servicer (or any successor Master Servicer (including the Back-Up Servicer) appointed for any such Master Servicer) and the Seller, pursuant to each Deposit Daily Report shall advise the Purchaser daily of the amount of Collections received into the Master Collection Account maintained by on such Grantor into which all day with respect to the Receivables and the allocations thereof as among the Series, the Split Payments, and the Revolving Credit Facility. If the Seller or its agents or representatives shall at any time receive any cash, checks or other similar payments relating to or instruments constituting payments made Collections, such recipient shall segregate such payment and hold such payment in respect of Receivables will be deposited (trust for and in a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise manner acceptable to the Collateral Agent Purchaser and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder shall, promptly upon receipt (and of irrevocable instructions to wire in any event within one Business Day following receipt), remit all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Effective Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Effective Date, each Grantor will comply with the terms of Section 7.2. (b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks and instruments, duly endorsed or other similar payments relating with duly executed instruments of transfer, to a Lock-Box Account or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Series Specific Lock-Box Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trusteecase may be, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.the